TCR_Public/131122.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

            Friday, November 22, 2013, Vol. 17, No. 324


                            Headlines

32 GROUP HOLDING: Case Summary & 4 Unsecured Creditors
3PEA INTERNATIONAL: Incurs $92,500 Net Loss in Third Quarter
43 KINGSTON: Voluntary Chapter 11 Case Summary
4LICENSING CORP: Incurs $633,000 Net Loss in Third Quarter
ACCESS PHARMACEUTICALS: Incurs $899,000 Net Loss in 3rd Quarter

AEROVISION HOLDINGS: Jan. 21 Hearing on Motion to Dismiss
AFFIRMATIVE INSURANCE: Posts $47.6 Million Net Income in Q3
AGFEED USA: Equity Committee Up to Seven Members
AMERICAN AIRLINES: Customers' Move to Block Merger Perplexes Judge
AMERICAN APPAREL: Incurs $1.5 Million Net Loss in 3rd Quarter

AMERICAN NATURAL: Incurs $859,000 Net Loss in Third Quarter
ARI-RC 6: US Bank Says Plan Shifts All Burden to Trust
AXESSTEL INC: Delays Form 10-Q for Third Quarter
AVID TECHNOLOGY: Gets NASDAQ Listing Non-Compliance Notice
AVIS BUDGET: S&P Assigns 'B' Rating to $250MM Floating-Rate Notes

BANK OF THE CAROLINAS: Files Form 10-Q, Posts $147K Income in Q3
BERNARD L. MADOFF: Corzine Appeals Ruling on Full Repayment
BIO-KEY INTERNATIONAL: Incurs $782,500 Net Loss in 3rd Quarter
BIOLIFE SOLUTIONS: Incurs $310,000 Net Loss in Third Quarter
BMB MUNAI: Incurs $604K Net Loss in Sept. 30 Quarter

BONDS.COM GROUP: Incurs $2.2 Million Net Loss in Third Quarter
BROADWAY FINANCIAL: Files Form 10-Q, Posts $584,000 Income in Q3
BROWN MEDICAL: Ch. 11 Trustee Hires Claro Group as Advisor
BROWN MEDICAL: Chapter 11 Trustee Hires Porter Hedges as Counsel
CENGAGE LEARNING: Creditors Cleared to Vote on Chapter 11 Plan

CAPITOL BANCORP: Reports $5.8-Mil. Net Loss in Third Quarter
CAPITOL CITY: Files Form 10-Q, Had $789,000 Net Loss in Q3
CASPIAN ENERGY: ASC Grants Revocation of Cease Trade Order
CEREPLAST INC: Had $7.3 Million Net Loss in Third Quarter
CERTENEJAS INCORPORADO: Confirmation Hearing Continued to Dec. 17

CHINA NATURAL: Plan Filing Exclusivity Extended Until February
CHINA NATURAL: Reports $727K Net Income in Third Quarter
CHINA PRECISION: Delays Form 10-Q for Third Quarter
CICERO INC: Incurs $695,000 Net Loss in Third Quarter
CIRTRAN CORP: Delays Form 10-Q for Third Quarter

CITIZENS DEVELOPMENT: Nearing Plan With Municipal Agencies
COMMUNITY FIRST: Reports $290,000 Net Income in Third Quarter
COMMUNITY SHORES: Daniel M. Wiersma Held 5.1% Stake at Oct. 11
CONTINENTAL BUILDING: S&P Lowers Rating on $415MM Loan to 'B'
CORD BLOOD: Incurs $591,700 Net Loss in Third Quarter

COUNTRYWIDE FIN'L: BofA Argues It Shouldn't Pay Penalty in Case
CREATION'S GARDEN: Case Summary & Top Unsecured Creditors
CROWN HOLDINGS: S&P Retains 'BB+' Rating on CreditWatch Negative
CUBIC ENERGY: Incurs $2.6 Million Net Loss in Sept. 30 Quarter
D & L ENERGY: Seeks $2-Mil. in DIP Financing from ITG Taxable Fund

D & L ENERGY: Eveflow Files Limited Objection to Sale Motion
DEL MONTE FOODS: S&P Retains 'B' CCR After Tranche Size Changes
DETROIT, MI: Has Paid $23 Million to Consultants Through Oct. 1
DETROIT, MI: Retiree Committee Can Retain BWST as Local Counsel
DETROIT, MI: Retiree Committee Can Retain Dentons as Counsel

DETROIT, MI: Court Grants in Part Objectors' DIP Discovery Motion
DEWEY & LEBOEUF: Execs Shouldn't Duck Securities Fraud
DIALOGIC INC: Incurs $851,000 Net Loss in Third Quarter
DIOCESE OF GALLUP, NM: Hiring Stelzner as Special Counsel
DIOCESE OF GALLUP, NM: Proposes Keegan as Financial Advisor

DIOCESE OF GALLUP, NM: Sec. 341(a) Meeting Slated for Dec. 19
DISC HEAT: Suit Over Revocation of Liquor License Dismissed
EARL GAUDIO: Has Until Jan. 17 to Decide on Unexpired Leases
EAU TECHNOLOGIES: Delays Form 10-Q for Third Quarter
EDISON MISSION: Illinois Pollution Control Board Case May Proceed

EMANUEL MEDICAL: S&P Lowers Rating on 2007A & 2007B Certs to 'BB+'
EWGS INTERMEDIARY: Auction Plan OK'd After Stalking Horse Bails
FITNESS UNLIMITED: Case Summary & 8 Unsecured Creditors
FNBH BANCORP: Reports $237,000 Net Income in Third Quarter
FOUR MILE TREE: Case Summary & 5 Unsecured Creditors

FOUR OAKS: Files Form 10-Q, Posts $79,000 Net Income in Q3
FRESH & EASY: Creditors' Panel Hires FTI Consulting as Advisor
FRESH & EASY: Creditors' Panel Hires Pachulski Stang as Counsel
FURNITURE BRANDS: Notice of Cancellation Filed
FURNITURE BRANDS: U.S. Regulators to Take Over Pensions

FUSION TELECOMMUNICATIONS: Incurs $2.2MM Net Loss in 3rd Quarter
GATEHOUSE MEDIA: Incurs $130-Mil. Net Loss in Third Quarter
GEOMET INC: Incurs $1 Million Net Loss in Third Quarter
GNC HOLDINGS: S&P Raises Rating to 'BB+'; Outlook Stable
GLOBAL AVIATION: Final Hearing on DIP Loan Approval Set for Dec. 9

GLOBAL AVIATION: Has Interim Authority to Use Cash Collateral
GLOBAL AVIATION: Seeks Extension of Schedules Filing Deadline
GLOBAL AVIATION: Second Bankruptcy Can Proceed, Court Rules
GOLDKING HOLDINGS: Ex-CEO Gets Ch. 11 Case Moved to Texas
GRAYMARK HEALTHCARE: Delays Form 10-Q for Third Quarter

GREENSHIFT CORP: Incurs $516K Net Loss in Third Quarter
GUITAR CENTER: Incurs $398.6 Million Net Loss in Third Quarter
HALLWOOD GROUP: Posts $633,000 Net Income in Third Quarter
HARRISBURG, PA: Ballpark Bleeds Pennsylvania's Insolvent Capital
HAWAII OUTDOOR: Has Court Okay to Sell Hotel Assets

HEALTHSOUTH CORP: S&P Rates $320MM Sr. Subordinated Notes 'B'
HERITAGE CONSOLIDATED: 2nd Amended Joint Plan Declared Effective
IDERA PHARMACEUTICALS: Incurs $5 Million Net Loss in 3rd Quarter
INSTITUTO MEDICO: Wants to Employ Latimer Biaggi as Counsel
INTEGRATED BIOPHARMA: Posts $298,000 Net Income in Sept. 30 Qtr.

INTEGRATED HEALTHCARE: Incurs $20 Million Loss in Sept. 30 Qtr.
INTELLICELL BIOSCIENCES: Delays Form 10-Q for Third Quarter
INTERMETRO COMMUNICATIONS: Incurs $873,000 Net Loss in 3rd Qtr.
INTERLEUKIN GENETICS: Incurs $2.2 Million Net Loss in 3rd Qtr.
INT'L FOREIGN EXCHANGE: Gets $1.45-Mil. DIP Loan Approval

JAMES DRIVE: Case Summary & 5 Unsecured Creditors
JEFFERSON COUNTY, AL: JPMorgan Deal Said to Be Preferable to Suit
KRATOS DEFENSE: S&P Revises Outlook to Negative & Affirms 'B' CCR
LEA POWER: Fitch Affirms BB+ Rating on $305.4MM Secured Bonds
LIBERTY TIRE: S&P Retains 'B-' Sr. Unsecured Rating After Add-On

LONGVIEW POWER: Dec. 18 Hearing on Adequacy of Plan Outline
LONGVIEW POWER: Files Schedules of Assets and Liabilities
M REALTY: Voluntary Chapter 11 Case Summary
M&F SPA: Assets to Be Sold at Auction Nov. 25
MAXCOM TELECOMUCACIONES: Capital Increase Will Be $2.23 Billion

MCI INC: 2nd Circ. Refuses to Rehear Tax Row with IRS
METRO FUEL: Committee Objects to NYCB's Amended Conversion Motion
METRO FUEL: Asks Sole Exclusivity for Additional 30 Days
MILAGRO OIL: Delays Form 10-Q for Third Quarter
MOBILESMITH INC: Incurs $1.1 Million Net Loss in Third Quarter

MOBIVITY HOLDINGS: Reports $2.4 Million Net Loss for 3rd Quarter
MORGAN DREXEN: Suit Against CFPB Dismissed & Dismissal Appealed
MSD PERFORMANCE: Takes $78-Mil. Offer From PE Buyer
MUNICIPAL MORTGAGE: Posts $62.3 Million Net Income in 3rd Quarter
MUSCLEPHARM CORP: Incurs $3.94 Million Net Loss in Third Quarter

NEW YORK CITY OPERA: Wins Permission to Sell Wigs, Instruments
NEWLEAD HOLDINGS: Board Okays 1-for-3 Common Share Reverse Split
NNN PARKWAY: Can Employ Weiland Golden as Local Counsel
NORD RESOURCES: Incurs $2.3 Million Net Loss in Third Quarter
NORTH TEXAS BANCSHARES: Plan to Sell Dallas Bank Okayed

OCEAN 4660: Has Access to Comerica Cash Collateral Until Dec. 6
OCEAN 4660: Court Approves Dec. 3 Auction for All Assets
OCEAN 4660: Owes $1.1MM+ in Taxes to County & Certificate Holders
OPTIMUMBANK HOLDINGS: Incurs $325,000 Net Loss in Third Quarter
OVERLAND STORAGE: Clinton Group Discloses 12% Equity Stake

PALM TERRACE: Trustee's Sale Set for Dec. 20
PARKWAY ACQUISITION: Court Dismisses Chapter 11 Case
PATIENT SAFETY: Incurs $527,000 Net Loss in Third Quarter
PLC SYSTEMS: Incurs $609,000 Net Loss in Third Quarter
PROVIDENT COMMUNITY: Incurs $1.4 Million Net Loss in 3rd Quarter

PGI INCORPORATED: Incurs $1.7 Million Net Loss in 3rd Quarter
QUANTUM FUEL: Incurs $5.5 Million Net Loss in Third Quarter
QUEEN ELIZABETH: Receiver Insists on Dismissal of Case
REAL ESTATE ASSOCIATES: Posts $4.8 Million Net Income in Q3
REEF RESOURCES: Applies for Management Cease Trader Order

REEVES DEVELOPMENT: Plan Outline Hearing Continued Until Dec. 3
RESIDENTIAL CAPITAL: JSN Says Fee Claims Should be Paid
RESIDENTIAL CAPITAL: Did Not Put Value on Intercompany Claims
RGR WATKINS: Combined Hearing on Plan Set for Dec. 19
RIH ACQUISITIONS: Dec. 17 Auction Set for Atlantic Club Casino

RIVIERA HOLDINGS: Incurs $5.7-Mil. Net Loss in Third Quarter
SCRUB ISLAND: Resort Seeks Bankruptcy Over Receivership
SECUREALERT INC: Sapinda to Sell 3.9 Million Common Shares
SHILO INN: Disclosure Statement Hearing Continued to Dec. 19
SIMON WORLDWIDE: Incurs $932,000 Net Loss in Third Quarter

SOLAR POWER: Delays Form 10-Q for Q3 Over Accounting Issues
SPANISH BROADCASTING: Incurs $2.4 Million Net Loss in 3rd Quarter
STACY'S INC: Seeks to Use Cash Collateral for Wind Down
STEREOTAXIS INC: Incurs $58.8 Million Net Loss in Third Quarter
STOCKTON, CA: Files Amended Plan Documents

TEE INVESTMENT: Trustee Taps DiPietro and Thornton as Accountant
TEHACHAPI REDEVELOPMENT: S&P Lowers Rating on 2 Bonds to 'BB-'
TELKONET INC: Reports $1MM Loss Available to Stockholders in Q3
TERESA GIUDICE: 'Real Housewives' Stars Deny New Fraud Charges
UNITED BANCSHARES: Incurs $333,300 Net Loss in Third Quarter

UNIVERSAL HEALTH: Wants Voting Rights Enforced
UTSTARCOM HOLDINGS: Posts $433,000 Net Income in Third Quarter
VELTI INC: Obtains Approval to Sell Mobile Marketing Business
VECTOR RESOURCES: TSX Suspends Listing of Common Shares
VERITEQ CORP: Incurs $5.5 Million Net Loss in Third Quarter

VIRGINIA GROUP: Trustee's Sale Set for Dec. 2
WESCO DISTRIBUTION: S&P Assigns 'B+' Rating to $400MM Sr. Notes
WESTERN FUNDING: Proposes Carfinco-Led Auction for Assets
WESTERN FUNDING: Files Plan to Hand Ownership to Carfinco

* Cash America Fined over Claims of Robo-Signing
* U.S. Lawmakers Seek Fix to Help Investors File Claims v. Brokers
* Study Reveals Distressed Investors Continuing to Eye Europe
* Foreign Corp. Exposed to Pension Liabilities of U.S. Affiliates

* BOOK REVIEW: A Legal History of Money in the United States,
               1774-1970


                            *********


32 GROUP HOLDING: Case Summary & 4 Unsecured Creditors
------------------------------------------------------
Debtor: 32 Group Holding Company, LLC
        45 Rockefeller Plaza, Floor 20
        New York, NY 10111

Case No.: 13-19777

Chapter 11 Petition Date: November 20, 2013

Court: United States Bankruptcy Court
       District of Nevada (Las Vegas)

Judge: Hon. Laurel E. Davis

Debtor's Counsel: Zachariah Larson, Esq.
                  LARSON & ZIRZOW
                  810 S. Casino Center Blvd. #101
                  Las Vegas, NV 89101
                  Tel: (702) 382-1170
                  Fax: (702) 382-1169
                  Email: carey@lzlawnv.com

Total Assets: $2.22 million

Total Liabilities: $10.88 million

The petition was signed by Majid Pishyar, manager.

A list of the Debtor's four largest unsecured creditors is
available for free at http://bankrupt.com/misc/nvb13-19777.pdf


3PEA INTERNATIONAL: Incurs $92,500 Net Loss in Third Quarter
------------------------------------------------------------
3Pea International, Inc., filed with the U.S. Securities and
Exchange Commission its quarterly report on Form 10-Q disclosing a
net loss attributable to the Company of $92,547 on $1.06 million
of revenues for the three months ended Sept. 30, 2013, as compared
with net income attributable to the Company of $112,191 on
$622,368 of revenues for the same period during the prior year.

For the nine months ended Sept. 30, 2013, the Company reported net
income attributable to the Company of $213,696 on $4.37 million of
revenues as compared with net income attributable to the Company
of $1.66 million on $4.65 million of revenues for the same period
a year ago.

The Company's balance sheet at Sept. 30, 2013, showed
$6.69 million in total assets, $6.98 million in total liabilities
and a $290,287 total stockholders' deficit.

A copy of the Form 10-Q is available for free at:

                         http://is.gd/iOd0Bb

                       About 3Pea International

Henderson, Nev.-based 3Pea International, Inc., is a transaction-
based solutions provider.  3PEA through its wholly owned
subsidiary 3PEA Technologies, Inc., focuses on delivering reliable
and secure payment solutions to help healthcare companies,
pharmaceutical companies and payers businesses succeed in an
increasingly complex marketplace.

After auditing the financial statements for year ended Dec. 31,
2011, Sarna & Company, in Thousand Oaks, California, noted that
the Company has suffered recurring losses from operations, which
raise substantial doubt about its ability to continue as a going
concern.

3Pea International reported net income attributable to the
Company of $1.81 million on $6.70 million of revenue for the year
ended Dec. 31, 2012, as compared with net income attributable to
the Company of $215,291 on $3.30 million of revenue for the year
ended Dec. 31, 2011.


43 KINGSTON: Voluntary Chapter 11 Case Summary
----------------------------------------------
Debtor: 43 Kingston LLC
        47 Brook Rd
        Valley Stream, NY 11581

Case No.: 13-75882

Chapter 11 Petition Date: November 20, 2013

Court: United States Bankruptcy Court
       Eastern District of New York (Central Islip)

Judge: Hon. Robert E. Grossman

Debtor's Counsel: Pro Se

Estimated Assets: $1 million to $10 million

Estimated Liabilities: $1 million to $10 million

The petition was signed by Michael Smith, president.

The Debtor did not file a list of its largest unsecured creditors
when it filed the petition.


4LICENSING CORP: Incurs $633,000 Net Loss in Third Quarter
----------------------------------------------------------
4Licensing Corporation (formerly known as 4Kids Entertainment,
Inc.) filed its quarterly report on Form 10-Q, reporting a net
loss of $633,000 on $296,000 of net revenues for the three months
ended Sept. 30, 2013, compared with net income of $11.88 million
on $263,000 of net revenues for the same period last year.

The Company reported a net loss of $2.46 million on $789,000 of
net revenues for the nine months ended Sept. 30, 2013, compared
with net income of $9.72 million on $3.01 million of net revenues
for the corresponding period of 2012.

Results of operations in 2012 included a gain of $16.71 1million
in connection with the sale of substantially all of the Company's
assets.

The Company's balance sheet at Sept. 30, 2013, showed
$4.08 million in total assets, $2.74 million in total liabilities,
and stockholders' equity of $1.34 million.

A copy of the Form 10-Q is available at http://is.gd/w7Hiql

                 About 4Licensing Corporation

New York-based 4Licensing Corporation, formerly, 4Kids
Entertainment, Inc., together with the subsidiaries through which
its business is conducted, is a licensing and technology company
specializing in the youth oriented markets, sports and specialty
brands.  The Company was originally organized as a New York
corporation in 1970, and in December 2012 was reincorporated in
Delaware.

On April 6, 2011, the Company and all of its domestic wholly-owned
subsidiaries filed voluntary petitions for relief under Title 11
of Chapter 11 of the United States Code in the United States
Bankruptcy Court for the Southern District of New York, which
Bankruptcy Cases were jointly administered under Case No.
11-11607.

On Dec. 13, 2012, the Bankruptcy Court entered an order in the
Bankruptcy Cases confirming the Debtors' Joint Plan of
Reorganization.  On Dec. 21, 2012, the effective date of the Plan,
the Debtors emerged from bankruptcy and commenced paying creditors
in full in respect of each such creditor's allowed claims.  As of
Sept. 30, 2013, the Company has paid all allowed claims and filed
objections to the remaining claims.  In accordance with the Plan,
4Kids reincorporated in Delaware under the name "4Licensing
Corporation."  On the effective date of the Plan, 4Kids' common
stock was cancelled and holders of 4Kids' common stock were issued
one (1) share of common stock of 4LC in exchange for each share of
4Kids' common stock held by them.

                           *     *     *

The Company's consolidated financial statements have been prepared
assuming that it will be able to continue to operate as a going
concern.  The Company's limited liquidity as of Sept. 30, 2013,
and potential settlement of the remaining material unresolved
claims, taken together, raise substantial doubt about the
Company's ability to continue as a going concern.


ACCESS PHARMACEUTICALS: Incurs $899,000 Net Loss in 3rd Quarter
---------------------------------------------------------------
Access Pharmaceuticals, Inc., filed with the U.S. Securities and
Exchange Commission its quarterly report on Form 10-Q disclosing
a net loss allocable to common stockholders of $899,000 on
$189,000 of total revenues for the three months ended Sept. 30,
2013, as compared with a net loss allocable to common stockholders
of $15.31 million on $871,000 of total revenues for the same
period during the prior year.

For the nine months ended Sept. 30, 2013, the Company reported net
income allocable to common stockholders of $3.32 million on $1.88
million of total revenues as compared with a net loss allocable to
common stockholders of $31.68 million on $3.39 million of total
revenues for the same period a year ago.

The Company's balance sheet at Sept. 30, 2013, showed $1.09
million in total assets, $14.25 million in total liabilities and a
$13.16 million total stockholders' deficit.

A copy of the Form 10-Q is available for free at:

                        http://is.gd/2x7E1n

                    About Access Pharmaceuticals

Access Pharmaceuticals, Inc., develops pharmaceutical products
primarily based upon its nano-polymer chemistry technologies and
other drug delivery technologies.  The Company currently has one
approved product, one product candidate at Phase 3 of clinical
development, three product candidates in Phase 2 of clinical
development and other product candidates in pre-clinical
development.

Access Pharmaceuticals disclosed a net loss allocable to common
stockholders of $12.53 million on $4.40 million of total revenues
for the year ended Dec. 31, 2012, as compared with a net loss
allocable to common stockholders of $4.30 million on $1.84 million
of total revenues during the prior year.

Whitley Penn LLP, in Dallas, Texas, issued a "going concern"
qualification on the consolidated financial statements for the
year ended Dec. 31, 2012.  The independent auditors noted that
the Company has had recurring losses from operations, negative
cash flows from operating activities and has an accumulated
deficit, which conditions raise substantial doubt about the
Company's ability to continue as a going concern.


AEROVISION HOLDINGS: Jan. 21 Hearing on Motion to Dismiss
---------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of Florida
continued until Jan. 21, 2014, at 9:30 a.m., the hearing to
consider the creditors' motion to dismiss the Chapter 11 case of
Aerovision Holdings 1 Corp., or in the alternative motion for
relief from stay.

Creditors Integration Innovation, Inc., i3 Aircraft Holdings 1,
LLC, had requested that the Court dismiss the Debtor's case.

As reported in the Troubled Company Reporter on Oct. 7, 2013, the
Debtor asked that the Court deny the motions (i) to dismiss its
Chapter 11 case; and for relief from the automatic stay filed by
Tiger Aircraft Corp., Logix Global, Inc. and Aerovision, LLC.

The Debtor contends that the bankruptcy case was filed for the
purpose of reorganizing its business affairs.

The Debtor said it will agree to maintain the status quo regarding
the aircraft until the issue of ownership has been determined.   A
good faith effort will be made by the Debtor to resolve the
concerns of the Official Committee of Unsecured Creditors.
Specifically, prior to the hearing on the motion, the Debtor and
Tiger et al. will attend mediation scheduled by the Debtor with
Robert Furr, Esq., as the mediator.

              About Aerovision Holdings 1 Corp.

Aerovision Holdings 1 Corp. filed a Chapter 11 petition (Bankr.
S.D. Fla. Case No. 13-24624) on June 21, 2013, in its home-town in
West Palm Beach, Florida.  Mark Daniels signed the petition as
president.  The Debtor estimated assets in excess of $10 million
and liabilities of $1 million to $10 million.  Craig I. Kelley,
Esq., at Kelley & Fulton, PL, serves as the Debtor's counsel.


AFFIRMATIVE INSURANCE: Posts $47.6 Million Net Income in Q3
-----------------------------------------------------------
Affirmative Insurance Holdings, Inc., filed with the U.S.
Securities and Exchange Commission its quarterly report on Form
10-Q disclosing net income of $47.61 million on $53.31 million of
total revenues for the three months ended Sept. 30, 2013, as
compared with a net loss of $29.45 million on $51.15 million of
total revenues for the same period a year ago.

For the nine months ended Sept. 30, 2013, the Company reported net
income of $42.85 million on $189.90 million of total revenues as
compared with a net loss of $43.63 million on $154.36 million of
total revenues for the same period during the prior year.

The Company's balance sheet at Sept. 30, 2013, showed $386.03
million in total assets, $476.73 million in total liabilities and
a $90.70 million total stockholders' deficit.

"At December 31, 2012, the Company's history of recurring losses
from operations, its failure to comply with the Financial
Covenants in its senior secured credit facility, its failure to
comply with the Illinois Department of Insurance reserve
requirement, and substantial liquidity needs the Company would
face when the senior secured credit facility was set to expire in
January 2014 raised substantial doubt about the Company's ability
to continue as a going concern," the Company said in the Quarterly
Report.

A copy of the Form 10-Q is available for free at:

                       http://is.gd/vp5vvv

                    About Affirmative Insurance

Addison, Tex.-based Affirmative Insurance Holdings, Inc., is a
distributor and producer of non-standard personal automobile
insurance policies for individual consumers in targeted geographic
markets.  Non-standard personal automobile insurance policies
provide coverage to drivers who find it difficult to obtain
insurance from standard automobile insurance companies due to
their lack of prior insurance, age, driving record, limited
financial resources or other factors.  Non-standard personal
automobile insurance policies generally require higher premiums
than standard automobile insurance policies for comparable
coverage.

For the six months ended June 30, 2013, the Company reported a net
loss of $4.76 million on $136.59 million of total revenues, as
compared with a net loss of $14.17 million on $103.21 million of
total revenues for the same period during the prior year.


AGFEED USA: Equity Committee Up to Seven Members
------------------------------------------------
Roberta A. DeAngelis, the U.S. Trustee for Region 3, filed on
Nov. 15, 2013, an amended notice of appointment of Committee of
Equity Security Holders in the Chapter 11 case of AgFeed
Industries, Inc.

The Committee consists of:

         1. Mario Grech
            No. 3402 38 Grenville Street
            Toronto, ON, M4Y 1A5
            Tel: (647) 347-5081

         2. Andrew Ferencz
            15005 SE 80th Street
            Newcastle, WA 98059
            Tel: (425) 277-1989

         3. James D. Warner
            P.O. Box 4425
            Lancaster, PA 17604
            Tel: (717) 735-0173

         4. Dean J. Abplanalp
            1944 Hillside Drive
            Franklin, IN 46131
            Tel: (317) 885-0114

         5. Michael Buck
            11 Robbins Farm Road
            Dunstadle, MA 01827
            Tel: (978) 697-5145

         6. Don Tesh
            536 Shadow Lane
            Winston-Salem, NC 27107
            Tel: (336) 785-0550

         7. Phillip Quade
            260 Randolph Street
            P.O. Box 137
            Douglas, MI 49406
            Tel: (269) 857-2288

There were initially three members to the Equity Committee.  On
Nov. 14, the U.S. Trustee named three more members to the
Committee.  The six members were:

         1. Mario Grech
         2. Andrew Ferencz
         3. James D. Warner
         4. Dean J. Abplanalp
         5. Michael Buck
         6. Don Tesh

                      About AgFeed Industries

AgFeed Industries, Inc., has 21 farms and five feed mills in China
producing more than 250,000 hogs annually. In the U.S., the
business included 10 sow farms in three states and two feed mills
producing more than one million hogs a year. AgFeed's revenue in
2012 was $244 million.

AgFeed and its affiliates filed voluntary petitions under Chapter
11 of the Bankruptcy Code (Bankr. D. Del. Case No. 13-11761) on
July 15, 2013, with a deal to sell most of its subsidiaries to The
Maschhoffs, LLC, for cash proceeds of $79 million, absent higher
and better offers.  The Debtors estimated assets of at least $100
million and debts of at least $50 million.

Keith A. Maib signed the petition as chief restructuring officer.
Hon. Brendan Linehan Shannon presides over the case.  Donald J.
Bowman, Jr., and Robert S. Brady, Esq., at Young, Conaway,
Stargatt & Taylor, serve as the Debtors' counsel.   BDA Advisors
Inc. acts as the Debtors' financial advisor.  The Debtors' claims
and noticing agent is BMC Group, Inc.

The U.S. Trustee has appointed a five-member official committee of
unsecured creditors to the Chapter 11 cases.  The Creditors'
Committee tapped Lowenstein Sandler as lead bankruptcy counsel and
Greenberg Traurig, LLP, as co-counsel.  CohnReznick LLP serves as
the Creditors' Committee's financial advisor.

An official committee of equity security holders was also
appointed to the Chapter 11 cases.  The Equity Committee tapped
Sugar Felsenthal Grais & Hammer LLP and Elliott Greenleaf as
co-counsel.


AMERICAN AIRLINES: Customers' Move to Block Merger Perplexes Judge
------------------------------------------------------------------
Law360 reported that a New York bankruptcy judge said during a
hearing on Nov. 20 that he was "mystified" that American Airlines
customers challenging a proposed merger with US Airways hadn't
tried to formally block the deal themselves since a federal
antitrust settlement became public.

According to the report, during a hearing in Manhattan, U.S.
Bankruptcy Judge Sean H. Lane said he didn't understand what had
taken the customers so long to move for a temporary restraining
order in their lawsuit.

                      About American Airlines

AMR Corp. and its subsidiaries including American Airlines, the
third largest airline in the United States, filed for bankruptcy
protection (Bankr. S.D.N.Y. Lead Case No. 11-15463) in Manhattan
on Nov. 29, 2011, after failing to secure cost-cutting labor
agreements.  AMR, previously the world's largest airline prior to
mergers by other airlines, is the last of the so-called U.S.
legacy airlines to seek court protection from creditors.

Weil, Gotshal & Manges LLP serves as bankruptcy counsel to the
Debtors.  Paul Hastings LLP and Debevoise & Plimpton LLP Groom Law
Group, Chartered, are on board as special counsel.  Rothschild
Inc., is the financial advisor.  Garden City Group Inc. is the
claims and notice agent.

Jack Butler, Esq., John Lyons, Esq., Felecia Perlman, Esq., and
Jay Goffman, Esq., at Skadden, Arps, Slate, Meagher & Flom LLP
serve as counsel to the Official Committee of Unsecured Creditors
in AMR's chapter 11 proceedings.  Togut, Segal & Segal LLP is the
co-counsel for conflicts and other matters; Moelis & Company LLC
is the investment banker, and Mesirow Financial Consulting, LLC,
is the financial advisor.

The Retiree Committee is represented by Jenner & Block LLP's
Catherine L. Steege, Esq., Charles B. Sklarsky, Esq., and Marc B.
Hankin, Esq.

AMR and US Airways Group, Inc., on Feb. 14, 2013, announced a
definitive merger agreement under which the companies will combine
to create a premier global carrier, which will have an implied
combined equity value of approximately $11 billion.

The bankruptcy judge on Sept. 12, 2013, confirmed AMR Corp.'s plan
to exit bankruptcy through a merger with US Airways.  By
distributing stock in the merged airlines, the plan is designed to
pay all creditors in full, with interest.

Judge Sean Lane confirmed the Plan despite the lawsuit filed by
the U.S. Department of Justice and several states' attorney
general complaining that the merger violates antitrust laws.

In November 2013, AMR and the U.S. Justice Department a settlement
of the anti-trust suit.  The settlements require the airlines to
shed 104 slots at Reagan National Airport in Washington and 34 at
LaGuardia Airport in New York.

Bankruptcy Creditors' Service, Inc., publishes AMERICAN AIRLINES
BANKRUPTCY NEWS.  The newsletter tracks the Chapter 11 proceeding
undertaken by AMR Corp. and its affiliates.
(http://bankrupt.com/newsstand/or 215/945-7000)


AMERICAN APPAREL: Incurs $1.5 Million Net Loss in 3rd Quarter
-------------------------------------------------------------
American Apparel, Inc., filed with the U.S. Securities and
Exchange Commission its quarterly report on Form 10-Q disclosing a
net loss of $1.51 million on $164.54 million of net sales for the
three months ended Sept. 30, 2013, as compared with a net loss of
$19.01 million on $162.16 million of net sales for the same period
during the prior year.

For the nine months ended Sept. 30, 2013, the Company reported a
net loss of $85.52 million on $464.83 million of net sales as
compared with a net loss of $42.17 million on $444.28 million of
net sales for the same period a year ago.

The Company's balance sheet at Sept. 30, 2013, showed $332.93
million in total assets, $389.12 million in total liabilities and
a $56.19 million total stockholders' deficit.

According to John Luttrell, chief financial officer of American
Apparel, Inc., "Our lower EBITDA performance was substantially
impacted by events surrounding the transition to and opening of
our new distribution center.  However, we believe that these
issues are now substantially behind us, and although there will be
some remaining transition costs in the fourth quarter of 2013, we
do not anticipate that these transition and start-up costs will
negatively affect our financial performance in 2014."

A copy of the Form 10-Q is available for free at:

                        http://is.gd/jjRNut

                       About American Apparel

Los Angeles, Calif.-based American Apparel, Inc. (NYSE Amex: APP)
-- http://www.americanapparel.com/-- is a vertically integrated
manufacturer, distributor, and retailer of branded fashion basic
apparel.  As of September 2010, American Apparel employed over
10,000 people and operated 278 retail stores in 20 countries,
including the United States, Canada, Mexico, Brazil, United
Kingdom, Ireland, Austria, Belgium, France, Germany, Italy, the
Netherlands, Spain, Sweden, Switzerland, Israel, Australia, Japan,
South Korea and China.

Amid liquidity problems and declining sales, American Apparel in
early 2011 reportedly tapped law firm Skadden, Arps, Slate,
Meagher & Flom and investment bank Rothschild Inc. for advice on a
restructuring.

In April 2011, American Apparel said it raised $14.9 million in
rescue financing from a group of investors led by Canadian
financier Michael Serruya and private equity firm Delavaco Capital
Corp., allowing the casual clothing retailer to meet obligations
to its lenders for the time being.  Under the deal, the investors
were buying 15.8 million shares of common stock at 90 cents
apiece.  The deal allows the investors to purchase additional
27.4 million shares at the same price.

The Company incurred a net loss of $37.27 million in 2012, as
compared with a net loss of $39.31 million in 2011.

                           *     *     *

American Apparel carries a Caa1 Corporate Family Rating from
Moody's Investors Service and a 'B-' corporate credit rating from
Standard & Poor's Ratings Services.


AMERICAN NATURAL: Incurs $859,000 Net Loss in Third Quarter
-----------------------------------------------------------
American Natural Energy Corporation filed with the U.S. Securities
and Exchange Commission its quarterly report on Form 10-Q
disclosing a net loss of $859,425 on $853,381 of revenues for the
three months ended Sept. 30, 2013, as compared with a net loss of
$1.20 million on $515,952 of revenues for the same period during
the prior year.

For the nine months ended Sept. 30, 2013, the Company reported a
net loss of $1.46 million on $2.75 million of revenues as compared
with a net loss of $2.56 million on $1.54 million of revenues for
the same period a year ago.

The Company's balance sheet at Sept. 30, 2013, showed $19.99
million in total assets, $15.46 million in total liabilities and
$4.52 million in total stockholders' equity.

A copy of the Form 10-Q is available for free at:

                        http://is.gd/16ELmS

                       About American Natural

American Natural Energy Corporation is a Tulsa, Oklahoma based
independent exploration and production company with operations in
St. Charles Parish, Louisiana.

American Natural Energy Corporation filed with the U.S. Securities
and Exchange Commission its annual report on Form 10-K disclosing
a net loss of $3.31 million on $2.09 million of total revenues for
the year ended Dec. 31, 2012, as compared with a net loss of
$905,792 on $1.99 million of total revenues during the prior year.

MaloneBailey, LLP, in Houston, Texas, issued a "going concern"
qualification on the consolidated financial statements for the
year ended Dec. 31, 2012.  The independent auditors noted that the
Company incurred a net loss in 2012 and has a working capital
deficiency and an accumulated deficit at Dec. 31, 2012.  These
matters raise substantial doubt about the Company's ability to
continue as a going concern.


ARI-RC 6: US Bank Says Plan Shifts All Burden to Trust
------------------------------------------------------
ARI-RC 6, LLC, et al., filed with the U.S. Bankruptcy Court for
the Central District of California on Nov. 4, 2013, a disclosure
statement and plan of reorganization for the jointly administered
Debtors, dated Oct. 15, 2013.

The Plan is premised on the consolidation of all interests in the
Debtors' property into single limited liability company, which
company will own a 100% ownership interest in the property.
Representatives of the Debtors have had discussions with multiple
potential parties with respect to an equity investment, which
investment would supplement the Property's cash flow with an
additional cash contribution.  This "new value contribution" would
be provided by a non-Debtor party in exchange for equity in the
Reorganized Debtor with preferred returns.

The Reorganized Debtor would use the New Value Contribution to
satisfy Allowed administrative claims, provide an initial payment
to U.S. Bank National Association, and to be used primarily for
tenant improvements and capital expenditures.  With or without a
New Value Contribution, at such time as the Property sufficiently
appreciates in value or funds from operation accumulate, the
Property may be either be refinanced or sold outright to complete
the payment in full to the Debtors' creditors.

The bar date for filing a proof of claim in the cases is Nov. 15,
2013.  The bar date for objecting to claims has not been set.

The Proponents believe Classes 2 through 5 are impaired and
entitled to vote.  Class 1, relating to real property taxes, Class
6, relating to tenants holding claims for security deposits, and
Class 7, relating to co-debts owed by the TICs to each other as
co-debtors on their debts are unimpaired and do not vote.

The Plan provides for these terms:

    * Secured Claims.  The Allowed Secured Claim of U.S. Bank
National Association in Class 2 will receive interest only
payments for the first 10 years, paid monthly, in the amount of
$50,356 per month.  After the first 10 years, loan converts to an
amortizing loan based on a 30-year amortization.  Principal and
interest payments in the amount of $68,039 will be made for years
11 to 15, with a balloon payment of $12,240,966 at the end of 15
years.  The Allowed Unsecured Claim of U.S. Bank in Class 4 will
receive interest only payments for first 10 years, paid monthly,
in the amount of $25,403 per month.  After the first 10 years,
loan converts to an amortizing loan based on a 30 year
amortization.  Principal and interest payments in the amount of
$42,840 will be made for years 11 to 15, with a balloon payment of
$9,034,001 at the end of the 15 years.

    * Unsecured Claims.  Allowed non-insider general unsecured
creditors in Class 5 will be paid in full as follows:

      a. The first payment will be made on the 20th day of the
third month after Effective Date of the Plan, which is anticipated
to be on July 20, 2014, in the aggregate amount of $5,591;

      b. The Reorganized Debtor will make seven additional
payments, each in the amount of $5,552, $5,512, $5,472, $5,433,
$5,393, $5,354, and $5,314 in months 7, 10, 13, 16, 19, 22, 25,
respectively, following the Effective Date, for a total payout to
non-insider general unsecured creditors in the amount of $43,622,
which the Debtors believe constitutes 100% payment, plus interest
commencing on the Effective Date at the prevailing federal
judgment rate as of the Effective Date.

    * Holders of membership interests in the Debtors (Class 8)
will retain their ownership interests in the Reorganized Debtor in
proportion to the respective Debtor's ownership interest in the
Property.

A copy of the disclosure statement dated Oct. 15, 2013, as filed
on Nov. 4, 2013, is available at:

          http://bankrupt.com/misc/ari-rc6.doc145.pdf

             Trust's Objection to Disclosure Statement

U.S. Bank National Association, as Trustee for the Registered
Holders of ML-CFC Commercial Mortgage Trust 2007-5, Commercial
Mortgage Pass-Through Certificates, Series 2007-5, objects to the
approval of the disclosure statement dated Oct. 15, 2013.

U.S. Bank asserts: "The Disclosure Statement describes a plan of
reorganization that shifts all of the burden and risk of the
envisioned reorganization on the Trust (the senior secured
creditor in these single-asset real estate cases), while retaining
any potential benefits for investors and undisclosed third-parties
that are not before the Court.  The Disclosure Statement fails at
the most fundamental level because it lacks adequate information
for creditors to make informed decisions to accept or reject the
plan of reorganization that it describes.  Among other
deficiencies, (i) the Disclosure Statement provides that the
Debtors will be substantively consolidated into a single limited
liability company, but provides no detail or information regarding
the mechanism, risk or basis for this substantive consolidation --
which would improperly require the consolidation of the Debtors'
assets together with assets owned by non-debtor TICs that are not
subject to the jurisdiction of the Bankruptcy Court; (ii) the
Disclosure Statement does not provide sufficient information
regarding the amount and identity of creditors and does not
resolve discrepancies contained in the Debtors' Schedules
regarding the amount and identity of Class 5 general unsecured
creditors; (iii) the Disclosure Statement does not disclose the
Debtors' engagement of various estate professionals, their
compensation, or interests or property they may receive in
connection with the plan of reorganization, including Breakwater
Equity Partners, Vantage Point Consulting and the Debtors'
Restructuring Officer, Alan Sparks; (iv) the Disclosure Statement
does not [provide] any meaningful information regarding: (a)
potential avoidance actions; (b) the basis for the liquidation
analysis or the identity of the professional(s) who prepared the
analysis and their respective qualifications; (c) the amount and
source of the proposed New Value Contribution; (d) the identity,
qualifications, or compensation of the management of the
Reorganized Debtor; (e) the identity, qualifications, or
compensation of the disbursing agent; or (f) the risk factors
associated with the envisioned plan of reorganized, including, but
not limited to, the risk that the Reorganized Debtor will be
unable to make balloon payments totaling more than $21 million to
the Trust."

About ARI-RC

ARI-RC 6, LLC, and four related entities -- ARI-RC 14, LLC, ARI-RC
12, LLC, ARI-RC 21, LLC, ARI-RC 23, LLC -- filed voluntary
petitions under Chapter 11 on July 15, 2013.  Kenneth Greene
signed the petitions as president.

ARI-RC 3, LLC, and nine affiliates filed for Chapter 11 protection
on Aug. 1, 2013.  ARI-RC 11 and three more affiliates subsequently
filed their own Chapter 11 cases on Aug. 2, 2013.  The petitions
were signed by R. Frederick Hodder, Jr. and Monroe Sawhill Hodder,
trustees.

ARI-RC 2, LLC, and 11 other entities owned by the Guerrero Trust
dated March 27, 2007 sought Chapter 11 protection on Sept. 9,
2013.  The petitions were signed by Kathleen Guerrero, trustee.

The Debtors own tenant in common interests (the "TIC Interests")
in land and two buildings located at 1525 and 1535 Rancho Conejo
Boulevard, in Thousand Oaks, California.  The two buildings, with
the associated parking area, are situated on a parcel of about
14.16 acres within the Conejo Spectrum Business Park, a 100-acre
businss park which is primarily "flex office".

The Debtors' cases are jointly administered under the lead case of
ARI-RC 6, Case No. 13-14692, in the U.S. Bankruptcy Court for the
Central District of California.  Judge Alan M. Ahart presides over
the cases.

Daniel H. Reiss, Esq., at Levene, Neale, Bender, Yoo & Brill
L.L.P., as counsel for Debtors.


AXESSTEL INC: Delays Form 10-Q for Third Quarter
------------------------------------------------
Axesstel, Inc., was unable to file its quarterly report on Form
10-Q for the period ended Sept. 30, 2013, within the prescribed
time because it needed additional time to make meaningful and
accurate disclosures related to recent developments.  The Company
expect to file its report on Form 10-Q within the next five
calendar days.

                           About Axesstel

Axesstel Inc., based in San Diego, Calif., develops fixed wireless
voice and broadband access solutions for the worldwide
telecommunications market.  The Company's product portfolio
includes fixed wireless phones, wire-line replacement terminals,
and 3G and 4G broadband gateway devices used to access voice
calling and high-speed data services.

Axesstel disclosed net income of $4.31 million for the year ended
Dec. 31, 2012, as compared with net income of $1.09 million during
the prior year.  As of June 30, 2013, the Company had $16.36
million in total assets, $25.39 million in total liabilities and a
$9.02 million total stockholders' deficit.


AVID TECHNOLOGY: Gets NASDAQ Listing Non-Compliance Notice
----------------------------------------------------------
Avid Technology, Inc. disclosed that on Nov. 14, 2013 it received
an anticipated letter from the staff of the NASDAQ Listing
Qualifications Department noting that the Company was not in
compliance with NASDAQ Listing Rule 5250(c)(1) due to its failure
to file on a timely basis its Form 10-Q for the quarter ended
September 30, 2013, which filing deficiency could serve as an
additional basis for the delisting of the Company's stock from The
NASDAQ Global Select Market.  As previously announced, the NASDAQ
Listing Qualifications Hearings Panel granted the Company's
request for continued listing on NASDAQ through March 14, 2014, by
which date the Company must evidence compliance with all
applicable requirements for continued listing on NASDAQ, including
the filing of all required periodic reports with the Securities
and Exchange Commission.

In response to the NASDAQ notification, the Company will provide
additional information to NASDAQ regarding the Company's ongoing
progress with the restatement efforts and plan to evidence
compliance with all requirements for continued listing on or
before March 14, 2014.

The Company's cash balance on September 30, 2013 was $50.2
million.  The Company expects that additional cash expenditures
related to the ongoing accounting evaluation through completion of
the evaluation will amount to approximately $22 million to $29
million.

                      About Avid Technology

Headquartered in Burlingon, Massachusetts, Avid Technology, Inc.
-- http://apps.avid.com/-- is a provider of digital media
content-creation products and solutions for film, video, audio and
broadcast professionals, as well as artists and home enthusiasts.
The Company provides digital media content-creation products and
solutions to customers in the three market segments: media
enterprises, professionals and Creative Enthusiasts.  The Company
provides a range of software and hardware products and solutions,
as well as services offerings, to address the needs, skills and
levels found within its customer market segments.  The Company
offers video and audio products and solutions, which are designed
for the desktop or home studio.  The Company offers a range of
products and solutions, including hardware- and software-based
video- and audio-editing tools, collaborative workflow and asset
management solutions, and graphics-creation and automation tools,
as well as scalable media storage options.


AVIS BUDGET: S&P Assigns 'B' Rating to $250MM Floating-Rate Notes
-----------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B' issue-level
rating to Avis Budget Group Inc.'s $250 million floating-rate
notes due 2017.  The recovery rating is '5', indicating S&P's
expectation that lenders would receive modest (10%-30%) recovery
or principal in the event of a payment default. Avis Budget Car
Rental LLC and Avis Budget Finance Inc., both indirect
subsidiaries of Parsippany, N.J.-based car and truck renter Avis
Budget, are issuing the notes.  The company will use the proceeds
to redeem the floating-rate notes due 2014 and the term loan due
2016, and for general corporate purposes.

The ratings on Avis Budget reflect the company's aggressive
financial profile, the price competitive and cyclical nature of
on-airport car rentals, and a significant amount of secured
assets.  The ratings also incorporate the company's position as
one of the largest global car rental companies, the relatively
stable cash flow the business generates, and S&P's expectation
that Avis Budget's operating performance will continue to improve.
Standard & Poor's characterizes the company's business profile as
"fair," its financial profile as "aggressive," and its liquidity
as "adequate" under S&P's criteria.

The rating outlook is positive.  S&P expects Avis Budget will
maintain most of its credit metrics, but that EBITDA interest
coverage will improve due to lower interest expense related to the
refinancing of a substantial portion of its debt at lower rates.
S&P also expects the company will continue to realize synergies
from the Avis Europe and Zipcar acquisitions.  Over the next year,
S&P expects EBITDA interest coverage will increase to around 5x
from 4.1x in 2012, and funds from operations (FFO) to debt and
debt/EBITDA will remain relatively consistent in the low-20% area
and mid-4x area, respectively.  S&P could raise the ratings if
benefits from the integrations exceed our expectations and/or the
company's operating performance in Europe is stronger than S&P
expects, increasing EBITDA interest coverage to more than 4.5x or
FFO/debt to more than 25% over a sustained period.  S&P could
revise the outlook to stable if industry conditions weaken and
integration benefits are not realized or economic conditions in
Europe are weaker than S&P expects, decreasing FFO/debt to the
mid-teens percent area on a sustained basis.

RATINGS LIST

Avis Budget Group Inc.
Corporate Credit Rating                B+/Positive

New Ratings

Avis Budget Finance Inc.
Avis Budget Car Rental LLC
$250 mil floating-rate nts due 2017    B
  Recovery Rating                       5


BANK OF THE CAROLINAS: Files Form 10-Q, Posts $147K Income in Q3
----------------------------------------------------------------
Bank of the Carolinas Corporation filed with the U.S. Securities
and Exchange Commission its quarterly report on Form 10-Q
disclosing net income available to common stockholders of $147,000
on $3.80 million of total interest income for the three months
ended Sept. 30, 2013, as compared with a net loss available to
common stockholders of $3.20 million on $4.30 million of total
interest income for the same period during the prior year.

For the nine months ended Sept. 30, 2013, the Company reported a
net loss available to common stockholders of $627,000 on $11.36
million of total interest income as compared with a net loss
available to common stockholders of $6.08 million on $13 million
of total interest income for the same period a year ago.

The Company's balance sheet at Sept. 30, 2013, showed $427.92
million in total assets, $421.70 million in total liabilities and
$6.22 million in total stockholders' equity.

A copy of the Form 10-Q is available for free at:

                        http://is.gd/QkQN4i

                    About Bank of the Carolinas

Mocksville, North Carolina-based Bank of the Carolinas Corporation
was formed in 2006 to serve as a holding company for Bank of the
Carolinas.  The Bank's primary market area is in the Piedmont
region of North Carolina.

Bank of the Carolinas disclosed a net loss available to common
stockholders of $5.53 million in 2012, a net loss available to
common stockholders of $29.18 million in 2011 and a net loss
available to common stockholders of $3.56 million in 2010.

Turlington and Company, LLP, in Lexington, North Carolina, issued
a "going concern" qualification on the consolidated financial
statements for the year ended Dec. 31, 2012.  The independent
auditors noted that the Company has suffered recurring credit
losses that have eroded certain regulatory capital ratios.  As of
Dec. 31, 2012, the Company is considered undercapitalized based on
their regulatory capital level.  This raises substantial doubt
about the Company's ability to continue as a going concern.


BERNARD L. MADOFF: Corzine Appeals Ruling on Full Repayment
-----------------------------------------------------------
Michael Bathon, substituting for Bill Rochelle, the bankruptcy
columnist for Bloomberg News, reports Jon Corzine and other ex-
managers of MF Global Inc. are appealing a court ruling calling
for 100 percent repayment to customers of the bankrupt brokerage,
a move its trustee said may delay distributions.

According to the report, a notice of appeal was filed Nov. 19 in
U.S. Bankruptcy Court in Manhattan by Corzine, the ex-New Jersey
governor and onetime Goldman Sachs Group Inc. co-chairman, and
managers targeted in a lawsuit, including Bradley Abelow and Henri
Steenkamp. They are challenging a Nov. 5 ruling by U.S. Bankruptcy
Judge Martin Glenn that would allow all missing customer funds to
be returned by the end of the year.

"We are extremely disappointed that the people who were
responsible for the failure of MF Global are now the ones who may
hold up the final distribution owed to their former customers,"
said Kent Jarrell, a spokesman for James W. Giddens, the trustee
overseeing the distributions. Giddens is prepared to make his best
efforts to return 100 percent of what customers are owed "but may
now be blocked" by the appeal, Jarrell said in a statement.

Steven Goldberg, a Corzine spokesman, said those appealing "do not
have any desire to delay payments to customers."

"This appeal is simply about our view of the law, which is that
once the customers are paid in full, the trustee does not have any
right to step into claims of customers that no longer exist,"
Goldberg said in an e-mailed statement. "There is nothing
preventing the trustee from making full and final distributions to
customers now and then litigating this appeal."

                          Delay of Payback

Patrick Fitzgerald, writing for Daily Bankruptcy Review, reported
that lawyers for onetime MF Global Inc. Chief Executive Jon
Corzine and his former top lieutenants are appealing a recent
bankruptcy-court decision calling for the full repayment to the
failed brokerage's customers, a move that a bankruptcy trustee
said could delay his bid to pay back all of the money owed to the
firm's U.S. and overseas commodity customers.

                      About Bernard L. Madoff

Bernard L. Madoff Investment Securities LLC and Bernard L. Madoff
orchestrated the largest Ponzi scheme in history, with losses
topping US$50 billion.  On Dec. 15, 2008, the Honorable Louis A.
Stanton of the U.S. District Court for the Southern District of
New York granted the application of the Securities Investor
Protection Corporation for a decree adjudicating that the
customers of BLMIS are in need of the protection afforded by the
Securities Investor Protection Act of 1970.  The District Court's
Protective Order (i) appointed Irving H. Picard, Esq., as trustee
for the liquidation of BLMIS, (ii) appointed Baker & Hostetler LLP
as his counsel, and (iii) removed the SIPA Liquidation proceeding
to the Bankruptcy Court (Bankr. S.D.N.Y. Adv. Pro. No. 08-01789)
(Lifland, J.).  Mr. Picard has retained AlixPartners LLP as claims
agent.

On April 13, 2009, former BLMIS clients filed an involuntary
Chapter 7 bankruptcy petition against Bernard Madoff (Bankr.
S.D.N.Y. 09-11893).  The case is before Hon. Burton Lifland.  The
petitioning creditors -- Blumenthal & Associates Florida General
Partnership, Martin Rappaport Charitable Remainder Unitrust,
Martin Rappaport, Marc Cherno, and Steven Morganstern -- assert
US$64 million in claims against Mr. Madoff based on the balances
contained in the last statements they got from BLMIS.

On April 14, 2009, Grant Thornton UK LLP as receiver placed Madoff
Securities International Limited in London under bankruptcy
protection pursuant to Chapter 15 of the U.S. Bankruptcy Code
(Bankr. S.D. Fla. 09-16751).

The Chapter 15 case was later transferred to Manhattan.  In June
2009, Judge Lifland approved the consolidation of the Madoff SIPA
proceedings and the bankruptcy case.

Judge Denny Chin of the U.S. District Court for the Southern
District of New York on June 29, 2009, sentenced Mr. Madoff to
150 years of life imprisonment for defrauding investors in United
States v. Madoff, No. 09-CR-213 (S.D.N.Y.).

From recoveries in lawsuits coupled with money advanced by SIPC,
Mr. Picard has paid about 58 percent of customer claims totaling
$17.3 billion.  The most recent distribution was in March 2013.

Mr. Picard has collected about $9.35 billion, not including an
additional $2.2 billion that was forfeit to the government and
likewise will go to customers.  Picard is holding almost
$4.4 billion he can't distribute on account of outstanding
appeals and disputes.  The largest holdback, almost $2.8 billion,
results from disputed claims.


BIO-KEY INTERNATIONAL: Incurs $782,500 Net Loss in 3rd Quarter
--------------------------------------------------------------
Bio-key International, Inc., filed with the U.S. Securities and
Exchange Commission its quarterly report on Form 10-Q disclosing
a net loss of $782,554 on $431,576 of revenues for the three
months ended Sept. 30, 2013, as compared with a net loss of
$232,609 on $409,919 of revenues for the same period during the
prior year.

For the nine months ended Sept. 30, 2013, the Company reported a
net loss of $1.65 million on $1.65 million of revenues as compared
with a net loss of $482,530 on $2.35 million of revenues for the
same period a year ago.

The Company's balance sheet at Sept. 30, 2013, showed $705,458 in
total assets, $1.65 million in total liabilities and a $948,113
total stockholders' deficiency.

"The Company continued to expand the size and diversity of its
customer base," Michael DePasquale, BIO-key CEO, commented.  "We
met our primary goal, to increase revenue, during the quarter.
While we remain behind plan, year to date, our pipeline of
opportunities continues to grow, which is encouraging.  Our work
with InterDigital is proceeding forward, while new partners like
AMD align with us.  Lastly, due to our recent successful capital
raise, BIO-key enjoys its strongest balance sheet in years,
providing resources to invest in sales and marketing to drive
future revenue. So, with the commercial biometrics industry
starting to emerge, we are well positioned to execute and I am
quiet encouraged about BIO-key's future."

A copy of the Form 10-Q is available for free at:

                         http://is.gd/EDrcbX

                            About BIO-Key

Wall, N.J.-based BIO-key International, Inc., develops and markets
advanced fingerprint biometric identification and identity
verification technologies, cryptographic authentication-
transaction security technologies, as well as related Identity
Management and Credentialing software solutions.

In its report on the consolidated financial statements for the
year ended Dec. 31, 2012, Rotenberg Meril Solomon Bertiger &
Guttilla, P.C., in Saddle Brook, New Jersey, expressed substantial
doubt about BIO-key's ability to continue as a going concern,
citing the Company's substantial net losses in recent years, and
accumulated deficit at Dec. 31, 2012.

The Company reported net income of $3,267 on $3.8 million of
revenues in 2012, compared with a net loss of $1.9 million on
$3.5 million of revenues in 2011.


BIOLIFE SOLUTIONS: Incurs $310,000 Net Loss in Third Quarter
------------------------------------------------------------
Biolife Solutions, Inc., filed with the U.S. Securities and
Exchange Commission its quarterly report on Form 10-Q disclosing a
net loss of $309,910 on $2.17 million of total revenue for the
three months ended Sept. 30, 2013, as compared with a net loss of
$352,228 on $1.68 million of total revenue for the same period
during the prior year.

For the nine months ended Sept. 30, 2013, the Company reported a
net loss of $599,592 on $6.66 million of total revenue as compared
with a net loss of $1.14 million on $3.61 million of total revenue
for the same period a year ago.

As of Sept. 30, 2013, the Company had $3.20 million in total
assets, $16.06 million in total liabilities and a $12.85 million
total shareholders' deficiency.

Mike Rice, BioLife Solutions president and CEO, remarked on the
Company's third quarter revenue by stating, "We are pleased to see
our core product revenue to hit the milestone of $1.0 million this
quarter.  We see continued adoption of our proprietary
HypoThermosol and CryoStor biopreservation media products in the
regenerative medicine segment, with our products now incorporated
in nearly 100 hospital-approved and clinical trial stage products
and therapies.  Revenue from this market segment is difficult to
forecast, based on the pace of customer clinical trials, but it's
clear that our products are emerging as new standards for clinical
grade biopreservation media in regenerative medicine applications.
We also see a significant opportunity to raise the bar in the
shipment of precious biologic payloads via the distribution of
reusable, super-insulating containers from SAVSU Technologies.  We
estimate this opportunity represents a new potential addressable
market of $50 million to $100 million."

A copy of the Form 10-Q is available for free at:

                        http://is.gd/gjc1aX

                       About BioLife Solutions

Bothell, Washington-based BioLife Solutions, Inc., develops and
markets patented hypothermic storage and cryo-preservation
solutions for cells, tissues, and organs, and provides contracted
research and development and consulting services related to
optimization of biopreservation processes and protocols.

BioLife Solutions disclosed a net loss of $1.65 million in 2012,
as compared with a net loss of $1.95 million in 2011.


BMB MUNAI: Incurs $604K Net Loss in Sept. 30 Quarter
----------------------------------------------------
BMB Munai, Inc., filed with the U.S. Securities and Exchange
Commission its quarterly report on Form 10-Q disclosing a net loss
of $603,876 on $0 of revenues for the three months ended Sept. 30,
2013, as compared with a net loss of $1.03 million on $0 of
revenues for the same period during the prior year.

For the six months ended Sept. 30, 2013, the Company reported a
net loss of $1.14 million on $0 of revenues as compared with a net
loss of $1.78 million on $0 of revenues for the same period a year
ago.

The Company's balance sheet at Sept. 30, 2013, showed $9.21
million in total assets, $8.81 million in total liabilities, all
current, and $405,239 in total shareholders' equity.

A copy of the Form 10-Q is available for free at:

                        http://is.gd/ETnTEX

                          About BMB Munai

Based in Almaty, Kazakhstan, BMB Munai, Inc., is a Nevada
corporation that originally incorporated in the State of Utah in
1981.  Since 2003, its business activities have focused on oil and
natural gas exploration and production in the Republic of
Kazakhstan through its wholly-owned operating subsidiary Emir Oil
LLP.  Emir Oil holds an exploration contract that allows the
Company to conduct exploration drilling and oil production in the
Mangistau Province in the southwestern region of Kazakhstan until
January 2013.  The exploration territory of its contract area is
approximately 850 square kilometers and is comprised of three
areas, referred to herein as the ADE Block, the Southeast Block
and the Northwest Block.

BMB Munai incurred a net loss of $3.08 million for the year ended
March 31, 2013, as compared with a net loss of $139.21 million for
the year ended March 31, 2012.

Hansen, Barnett & Maxwell, P.C., in Salt Lake City, Utah, issued
a "going concern" qualification on the consolidated financial
statements for the year ended March 31, 2013.  The independent
auditors noted that BMB Munai has no continuing operations that
result in positive cash flow.  This situation raises substantial
doubt about its ability to continue as a going concern.


BONDS.COM GROUP: Incurs $2.2 Million Net Loss in Third Quarter
--------------------------------------------------------------
Bonds.com Group, Inc., filed with the U.S. Securities and Exchange
Commission its quarterly report on Form 10-Q disclosing a net loss
applicable to common stockholders of $2.18 million on $1.63
million of revenue for the three months ended Sept. 30, 2013, as
compared with a net loss applicable to common stockholders of
$2.40 million on $1.79 million of revenue for the same period a
year ago.

For the nine months ended Sept. 30, 2013, the Company reported a
net loss applicable to common stockholders of $1.54 million on
$6.01 million of revenue as compared with a net loss applicable to
common stockholders of $7.23 million on $5.74 million of revenue
for the same period during the prior year.

The Company's balance sheet at Sept. 30, 2013, showed $6.05
million in total assets, $4.09 million in total liabilities and
$1.95 million in total stockholders' equity.

A copy of the Form 10-Q is available for free at:

                        http://is.gd/pOavBQ

                       About Bonds.com Group

Based in Boca Raton, Florida, Bonds.com Group, Inc. (OTC BB: BDCG)
-- http://www.bonds.com/-- through its subsidiary Bonds.com,
Inc., serves institutional fixed income investors by providing a
comprehensive zero subscription fee online trading platform.  The
Company designed the BondStation and BondStationPro platforms to
provide liquidity and competitive pricing to the fragmented Over-
The-Counter Fixed Income marketplace.

The Company differentiates itself by offering through Bonds.com,
Inc., an inventory of more than 35,000 fixed income securities
from more than 175 competing sources.  Asset classes currently
offered on BondStation and BondStationPro, the Company's fixed
income trading platforms, include municipal bonds, corporate
bonds, agency bonds, certificates of deposit, emerging market
debt, structured products and U.S. Treasuries.

Bonds.com Group disclosed a net loss of $6.98 million in 2012, as
compared with a net loss of $14.45 million in 2011.

EisnerAmper LLP, in New york, issued a "going concern"
qualification on the consolidated financial statements for the
year ended Dec. 31, 2012, citing recurring losses and negative
cash flows from operations, and a working capital deficiency and a
stockholders' deficiency that raise substantial doubt about its
ability to continue as a going concern.


BROADWAY FINANCIAL: Files Form 10-Q, Posts $584,000 Income in Q3
----------------------------------------------------------------
Broadway Financial Corporation filed with the U.S. Securities and
Exchange Commission its quarterly report on Form 10-Q disclosing
net income of $584,000 on $3.81 million of total interest income
for the three months ended Sept. 30, 2013, as compared with a net
loss of $613,000 on $4.72 million of total interest income for the
same period a year ago.

For the nine months ended Sept. 30, 2013, the Company reported a
net loss of $260,000 on $11.89 million of total interest income as
compared with net income of $1.23 million on $15.40 million of
total interest income for the same period during the prior year.

The Company's balance sheet at Sept. 30, 2013, showed $345.67
million in total assets, $320.08 million in total liabilities and
$25.58 million in total stockholders' equity.

Chief Executive Officer, Wayne Bradshaw stated, "During the third
quarter we completed the recapitalization of the Company, which
represents a major milestone in our efforts to strengthen both the
Company and the Bank and position the organization for future
growth.  As a result of the recapitalization, we simplified the
Company's capital structure and reduced the Company's liabilities
by over $7.3 million, including a reduction of the principal
amount of the Company's senior debt by $2.6 million, elimination
of all accrued interest of $1.8 million on our senior debt and all
cumulative dividends of $2.6 million on our preferred stock, and
reduction of other liabilities by approximately $340 thousand.  In
addition, the recapitalization allowed us to increase the Bank's
capital and repay all inter-company liabilities owed to the Bank
by the Company.  We have also proposed that our stockholders
approve resolutions at our Annual Meeting on November 27, 2013
that will convert all the Series F and Series G preferred stock
issued in the recapitalization into common stock or non-voting
common stock, which will further simplify our capital structure
and enhance our ability to access additional capital in the
future."

A copy of the Form 10-Q is available for free at:

                       http://is.gd/kyi4ba

                      About Broadway Financial

Los Angeles, Calif.-based Broadway Financial Corporation was
incorporated under Delaware law in 1995 for the purpose of
acquiring and holding all of the outstanding capital stock of
Broadway Federal Savings and Loan Association as part of the
Bank's conversion from a federally chartered mutual savings
association to a federally chartered stock savings bank.  In
connection with the conversion, the Bank's name was changed to
Broadway Federal Bank, f.s.b.  The conversion was completed, and
the Bank became a wholly owned subsidiary of the Company, in
January 1996.

The Company is currently regulated by the Board of Governors of
the Federal Reserve System.  The Bank is currently regulated by
the Office of the Comptroller of the Currency and the Federal
Deposit Insurance Corporation.

Broadway Financial disclosed net income of $588,000 on
$19.89 million of total interest income for the year ended
Dec. 31, 2012, as compared with a net loss of $14.25 million on
$25.11 million of total interest income during the prior year.

Crowe Horwath LLP, in Sacramento, California, issued a "going
concern" qualification on the consolidated financial statements
for the year ended Dec. 31, 2012.  The independent auditors noted
that the Company has a tax sharing liability to its consolidated
subsidiary that exceeds its available cash, the Company is in
default under the terms of a $5 million line of credit with
another financial institution lender in which the stock of its
subsidiary bank, Broadway Federal Bank is held as collateral for
the line of credit and the Company and the Bank are both under
formal regulatory agreements.  Furthermore, the Company and the
Bank are not in compliance with these agreements and the Company's
and the Bank's capital plan that was submitted under the
agreements has been preliminarily approved subject to completion
of its recapitalization.  Failure to comply with these agreements
exposes the Company and the Bank to further regulatory sanctions
that may include placing the Bank into receivership.  These
matters raise substantial doubt about the ability of Broadway
Financial Corporation to continue as a going concern.


BROWN MEDICAL: Ch. 11 Trustee Hires Claro Group as Advisor
----------------------------------------------------------
Elizabeth M. Guffy, the Chapter 11 trustee of Brown Medical
Center, Inc., asks permission from the Hon. Jeff Bohm of the U.S.
Bankruptcy Court for the Southern District of Texas to employ The
Claro Group, LLC, as financial advisor and consultant to the
Trustee.

The Trustee requires Claro Group to:

   (a) analyze the cash position and cash needs of the Debtor and
       all related entities and businesses;

   (b) analyze claims against assets held by the Debtor and all
       related entities and businesses;

   (c) provide technical and analytical support with regard to the
       abandonment, return or liquidation of the Debtor's assets;

   (d) provide technical and analytical support in connection with
       the reconciliation and collection of pre and post petition
       Accounts Receivable;

   (e) provide technical and analytical support in connection with
       the preparation or amendment of the Debtor's Schedules and
       Statement of Financial Affairs and for any related entities
       or businesses, if necessary;

   (f) prepare operating reports and financial statements;

   (g) provide forensic accounting and litigation support services
       to the Trustee and, if requested, the Trustee's counsel;

   (h) provide forensic data preservation and data analytics;

   (i) provide a cash management system to control cash deposits;

   (j) provide assistance to the Trustee and counsel in reviewing
       and evaluating the collectability of medical insurance and
       Medicare and Medicaid accounts receivable;

   (k) provide advice, assistance and analytical support for the
       Trustee's process for the sale of the assets of the estate,
       including, but not limited to, the clinics, labs, surgical
       centers, equipment, real property, furniture and fixtures,
       contracts and licenses;

   (l) analyze employee payroll information; and

   (m) provide such other services as may be required by the
       Trustee.

Claro Group will also be reimbursed for reasonable out-of-pocket
expenses incurred.

Douglas J. Brickley, managing director of Claro Group, assured the
Court that the firm is a "disinterested person" as the term is
defined in Section 101(14) of the Bankruptcy Code and does not
represent any interest adverse to the Debtors and their estates.

The Court for the Southern District of Texas will hold a hearing
on the request on Dec. 4, 2013, at 2:00 p.m.

Claro Group can be reached at:

       Douglas J. Brickley
       THE CLARO GROUP, LLC
       1221 McKinney Street, Ste 2850
       Houston, TX 77010
       Tel: (713) 454-7741
       E-mail: dbrickley@theclarogroup.com

Houston, Texas-based Brown Medical Center, Inc., is a management
company that historically served as the epicenter of the operating
business enterprise directly or indirectly owned or controlled by
Michael Glyn Brown, including six surgery centers and related
facilities.  The Company sought protection under Chapter 11 of the
Bankruptcy Code on Oct. 15, 2013 (Case No. 13-36405, Bankr.
S.D.Tex.).  The case is assigned to Judge Marvin Isgur.

The Debtor is represented by Spencer D. Solomon, Esq., at Nathan
Sommers Jacobs, P.C., in Houston, Texas.


BROWN MEDICAL: Chapter 11 Trustee Hires Porter Hedges as Counsel
----------------------------------------------------------------
Elizabeth M. Guffy, the Chapter 11 trustee of Brown Medical
Center, Inc., seeks authorization from the Hon. Jeff Bohm of the
U.S. Bankruptcy Court for the Southern District of Texas to employ
Porter Hedges LLP, as counsel to Chapter 11 Trustee.

Porter Hedges will render professional services including, but not
limited to:

   (a) assist the Trustee to investigate and analyze the debtor's
       business affairs, as well as preparing and filing any
       schedules, disclosures, reports or any other documents
       required to preserve and protect the bankruptcy estate;

   (b) assist the Trustee in analyzing the claims asserted against
       the estate;

   (c) advise the Trustee with respect to the rights and remedies
       of the estate's creditors and other parties in interest;

   (d) assist the Trustee in the negotiation, formulation, filing
       and prosecution of a plan of reorganization or liquidation
       in this case;

   (e) prepare all appropriate pleadings required to be filed in
       the case on behalf of the Trustee;

   (f) represent the Trustee in all proceedings before the Court
       and in any other judicial or administrative proceeding in
       which the rights of the Trustee or the estate may be
       affected; and

   (g) perform any other legal services which may be appropriate
       in connection with the reorganization or liquidation of the
       estate.

Porter Hedges will be paid at these hourly rates:

       Joshua W. Wolfshohl, Partner       $425
       John F. Higgins, Partner           $565
       James Matthew Vaughn, Partner      $510
       Aaron J. Power, Associate          $330
       Whitney W. Ables, Associate        $300
       Kim D. Steverson, Paralegal        $195
       Nick D. Nicholas, Partner          $635
       J. Patrick LaRue, Partner          $435
       Craig M. Bergez, Partner           $620
       Mandy L. Diaz, Associate           $350
       Maria Bair Hadjialexiou, Associate $300
       Jim Castro, Paralegal              $195
       Elena R. Fitzgerald, Paralegal     $200
       Nick H. Sorensen, Partner          $575
       Jason T. Lloyd, Partner            $400
       Beverly A. Young, of Counsel       $500
       Ray Torgerson, Partner             $450
       Carey Sakert, Paralegal            $200

Porter Hedges will also be reimbursed for reasonable out-of-pocket
expenses incurred.

Joshua W. Wolfshohl, partner of Porter Hedges, assured the Court
that the firm is a "disinterested person" as the term is defined
in Section 101(14) of the Bankruptcy Code and does not represent
any interest adverse to the Debtors and their estates.

Porter Hedges can be reached at:

       Joshua W. Wolfshohl, Esq.
       PORTER HEDGES LLP
       1000 Main Street, 36th Floor
       Houston, TX 77002
       Tel: (713) 226-6695
       Fax: (713) 226-6295

Houston, Texas-based Brown Medical Center, Inc., is a management
company that historically served as the epicenter of the operating
business enterprise directly or indirectly owned or controlled by
Michael Glyn Brown, including six surgery centers and related
facilities.  The Company sought protection under Chapter 11 of the
Bankruptcy Code on Oct. 15, 2013 (Case No. 13-36405, Bankr.
S.D.Tex.).  The case is assigned to Judge Marvin Isgur.

The Debtor is represented by Spencer D. Solomon, Esq., at Nathan
Sommers Jacobs, P.C., in Houston, Texas.


CENGAGE LEARNING: Creditors Cleared to Vote on Chapter 11 Plan
--------------------------------------------------------------
Stephanie Gleason, writing for Daily Bankruptcy Review, reported
that a bankruptcy judge cleared Cengage Learning Inc. to begin
soliciting creditor votes on its Chapter 11 restructuring plan.

As previously reported by The Troubled Company Reporter, Cengage
Learning's recently proposed bankruptcy-exit plan, meant to
resolve a number of creditor protests, drew fire ahead of a
hearing Wednesday from unsecured creditors and junior bondholders,
which insist that the plan is fatally flawed.

Cengage Learning's revised Disclosure Statement provides that,
"The Debtors believe that members of the Consenting Holders, who
hold greater than 50 percent of the Debtors' largest secured and
unsecured creditor constituencies (due to the Consenting Holders'
unsecured deficiency claims), support the Plan and the Debtors'
expeditious emergence from chapter 11."

Among other things, the Plan contemplates the following: An
approximate $4.3 billion reduction of funded debt; A post-
reorganization capital structure consisting of (i) a new first-out
revolving credit facility of no less than $250 million and up to
$400 million to be raised from third-parties on market terms and
(ii) no less than $1.5 billion first lien term loan facility...;
Holders of First Lien Secured Claims will receive their pro rata
share of (a) 100% of the New Equity less any New Equity
transferred to the Disputed Unsecured Escrow and any New Equity
used for the First Lien Deficiency Claim Distribution, if any
(subject to dilution for the Management Incentive Plan), (b) the
New Debt Facility Consideration, (c) the Excess Cash, and (d) the
Disputed Unsecured Escrow Surplus, in each case as allocable to
Holders of First Lien Secured Claims as determined in accordance
with the Plan; Holders of First Lien Deficiency Claims will
receive their pro rata share of Cash and/or New Equity in an
amount equal to the First Lien Deficiency Claims' allocable share
of the value of the Disputed Assets as determined in accordance
with the provisions of the Plan; Generally, unsecured creditors of
CLAI and CLI (including Holders of First Lien Deficiency Claims)
will receive their Pro Rata share of the value allocable to
Holders of such claims on account of the value of Disputed Cash
and Disputed Copyrights, respectively, to the extent judicially
determined to be unencumbered by valid liens or security
interests, and the value, if any, of 35% of the Debtors'
international operations, the value of the Debtors' non-wholly
owned subsidiaries (Hampton Brown and CourseSmart), and the value
of a certain parcel of unencumbered real estate.

The Court scheduled a Feb. 24, 2014 hearing to confirm the Plan.

                      About Cengage Learning

Stamford, Connecticut-based Cengage Learning --
http://www.cengage.com/-- provides innovative teaching, learning
and research solutions for the academic, professional and library
markets worldwide.  Cengage Learning's brands include
Brooks/Cole, Course Technology, Delmar, Gale, Heinle, South
Western and Wadsworth, among others.  Apax Partners LLP bought
Cengage in 2007 from Thomson Reuters Corp. in a $7.75 billion
transaction.  The acquisition was funded in part with $5.6 billion
in new debt financing.

Cengage Learning Inc. filed a petition for Chapter 11
reorganization (Bankr. E.D.N.Y. Case No. 13-bk-44106) on July 2,
2013, in Brooklyn, New York, after signing an agreement where
holders of $2 billion in first-lien debt agree to support a
reorganization plan.  The plan will eliminate more than $4 billion
of $5.8 billion in debt.

First-lien lenders who signed the so-called plan-support agreement
include funds affiliated with BlackRock Inc., Franklin Mutual
Adviser LLC, KKR & Co. and Oaktree Capital Management LP.  Second-
lien creditors and holders of unsecured notes aren't part of the
agreement.

The Debtors have tapped Kirkland & Ellis LLP as counsel, Lazard
Freres & CO. LLC as financial advisor, Alvarez & Marsal North
America, LLC, as restructuring advisor, and Donlin, Recano &
Company, Inc., as claims and notice agent.

The Debtors filed a Joint Plan of Reorganization and Disclosure
Statement dated Oct. 3, 2013, which provides that the Debtors took
extreme care to advance and protect the interest of unsecured
creditors -- including seeking to protect four primary sources of
potential recoveries for unsecured creditors and providing them
with appropriate time to conduct diligence, and discuss their
conclusions on, among other things, the value of those sources of
potential recoveries.


CAPITOL BANCORP: Reports $5.8-Mil. Net Loss in Third Quarter
------------------------------------------------------------
Capitol Bancorp Ltd. filed its quarterly report on Form 10-Q,
reporting a net loss of $5.8 million on total revenues of
$13.0 million for the three months ended Sept. 30, 2013, compared
with a net loss of $5.4 million on total revenues of $19.8 million
for the same period last year.

The Company reported net income of $669,000 on total revenues of
$42.4 million for the nine months ended Sept. 30, 2013, compared
with a net loss of $23.6 million on total revenues of $56.7
million for the corresponding period of 2012.

"Net loss relating to discontinued operations was $4.6 million and
$5.5 million for the three and nine months ended Sept. 30, 2013,
respectively, compared to a net loss of $1.4 million and
$6.1 million for the three and nine months ended Sept. 30, 2012,
respectively.

"The net results of operations for the nine-month interim period
of 2013 showed significant improvement compared to the
corresponding 2012 interim period.  There was a total reduction in
the provision for loan losses of $13.0 million to a negative
$12.2 million for the nine months ended Sept. 30, 2013, compared
to a provision of $791,000 for the corresponding period of 2012
(excluding discontinued operations), related mainly to the
previously mentioned $12.2 million provision reversal at Michigan
Commerce Bank.  Operating expenses also decreased significantly
during the period by $13.5 million, or 24.0%, as compared to the
corresponding 2012 period.

"While total revenues from continuing operations declined by
$14.4 million (25.3%) for the nine months ended Sept. 30, 2013,
compared to the same period in 2012, due mainly to a significant
decline in interest income, net operating income from continuing
operations increased to $6.1 million from a net loss of
$17.4 million, or 135.1%, for the same comparable period.
Excluding the one-time $12.2 million provision reversal, net loss
from operations for the nine months ended Sept. 30, 2013, would
have been $6.1 million, or an $11.3 million (65.1%) improvement
over the comparable 2012 period.

"The consolidated provision for loan losses decreased
significantly for the nine months ended Sept. 30, 2013, due to the
$12.2 million provision reversal at Michigan Commerce Bank, lower
levels of loan charge-offs, declining levels of nonperforming
loans and stabilizing valuations of collateral-dependent loans,
primarily secured by real estate.  Provisions for loan losses are
estimates based upon management's analysis of the adequacy of the
allowance for loan losses, as previously discussed.

"Net interest income for the nine months ended Sept. 30, 2013,
totaled $28.6 million, a 7.6% decrease compared to $31.0 million
in 2012.

"Noninterest income for the nine months ended Sept. 30, 2013,
approximated $8.6 million, a 23.8% decrease from the $11.3 million
for the same period in 2012."

The Company's balance sheet at Sept. 30, 2013, showed
$984.2 million in total assets, $1.127 billion in total
liabilities, and an equity deficit of $142.7 million.

A copy of the Form 10-Q is available at http://is.gd/DCiG2d

                     About Capitol Bancorp

Capitol Bancorp Ltd. and Financial Commerce Corporation filed
voluntary Chapter 11 bankruptcy petitions (Bankr. E.D. Mich. Case
Nos. 12-58409 and 12-58406) on Aug. 9, 2012.

Capitol Bancorp -- http://www.capitolbancorp.com/-- is a
community banking company with a network of individual banks and
bank operations in 10 states and total consolidated assets of
roughly $2.0 billion as of June 30, 2012.  CBC owns roughly 97% of
FCC, with a number of CBC affiliates owning the remainder.  FCC,
in turn, is the holding company for five of the banks in CBC's
network.  CBC is registered as a bank holding company under the
Bank Holding Company Act of 1956, as amended, 12 U.S.C. Sec. 1841,
et seq., and trades on the OTCQB under the symbol "CBCR."

Lawyers at Honigman Miller Schwartz and Cohn LLP represent the
Debtors as counsel.  John A. Simon, Esq., at Foley & Lardner LLP,
represents the Official Committee of Unsecured Creditors as
counsel.

In its petition, Capitol Bancorp scheduled $112,634,112 in total
assets and $195,644,527 in total liabilities.  The petitions were
signed by Cristin K. Reid, corporate president.

The Company's balance sheet at Sept. 30, 2012, showed
$1.749 billion in total assets, $1.891 billion in total
liabilities, and a stockholders' deficit of $141.8 million.

Prepetition, the Debtor arranged a reorganization plan that was
accepted by the requisite majorities of creditors and equity
holders in all classes.  Problems arose when affiliates of
Valstone Partners LLC declined to proceed with a tentative
agreement to fund the reorganization by paying $50 million for
common and preferred stock while buying $207 million in face
amount of defaulted commercial and residential mortgages.


CAPITOL CITY: Files Form 10-Q, Had $789,000 Net Loss in Q3
----------------------------------------------------------
Capitol City Bancshares, Inc., filed with the U.S. Securities and
Exchange Commission its quarterly report on Form 10-Q disclosing a
net loss available to common shareholders of $789,134 on
$2.74 million of total interest income for the three months ended
Sept. 30, 2013, as compared with net income available to common
shareholders of $169,321 on $3.20 million of total interest income
for the same period a year ago.

For the nine months ended Sept. 30, 2013, the Company reported a
net loss available to common shareholders of $3.77 million on
$8.58 million of total interest income as compared with a net loss
available to common shareholders of $1.03 million on
$10.24 million of total interest income for the same period during
the prior year.

The Company's balance sheet at Sept. 30, 2013, showed
$291.48 million in total assets, $288.95 million in total
liabilities, and $2.53 million in total stockholders' equity.

A copy of the Form 10-Q is available for free at:

                        http://is.gd/LQBMgZ

                        About Capitol City

Atlanta, Georgia-based Capitol City Bancshares, Inc., was
incorporated under the laws of the State of Georgia for the
purposes of serving as a bank holding company for Capitol City
Bank and Trust Company.  The Bank operates a full-service banking
business and engages in a broad range of commercial banking
activities, including accepting customary types of demand and
timed deposits, making individual, consumer, commercial, and
installment loans, money transfers, safe deposit services, and
making investments in U.S. government and municipal securities.

Capitol City Bancshares disclosed a net loss of $1.73 million in
2012, as compared with a net loss of $1.59 million in 2011.

Nichols, Cauley and Associates, LLC, in Atlanta, Georgia, issued a
"going concern" qualification on the consolidated financial
statements for the year ended Dec. 31, 2012.  The independent
auditors noted that the Company is operating under regulatory
orders to, among other items, increase capital and maintain
certain levels of minimum capital.  As of Dec. 31, 2012, the
Company was not in compliance with these capital requirements.  In
addition to its deteriorating capital position, the Company has
suffered significant losses related to nonperforming assets, and
has significant maturities of liabilities within the next twelve
months.  These matters raise substantial doubt about the ability
of Capitol City and subsidiaries to continue as a going concern.


CASPIAN ENERGY: ASC Grants Revocation of Cease Trade Order
----------------------------------------------------------
Caspian Energy Inc. on Nov. 20 disclosed that the Alberta
Securities Commission has granted a full revocation of the cease
trade order relating to the trading of Caspian's securities issued
by the ASC on April 8, 2013.  Caspian's securities were cease
traded by each of the ASC, the British Columbia Securities
Commission and the Ontario Securities Commission between April 8
and April 12, 2013 as a result of the Caspian's failure to file
its December 31, 2012 audited consolidated financial statements
and related management discussion and analysis.  The BCSC revoked
its cease trade order on April 29, 2013 and the OSC cease trade
order expired on April 27, 2013 after these documents were filed.
On September 26, 2013, Caspian filed amended management discussion
and analysis for the year ended December 31, 2012, an amended
Annual Information Form and amended management discussion and
analysis for the quarters ended March 31, 2013 and June 30, 2013.
On November 20, 2013, the ASC revoked its cease trade order.

Caspian's common shares are listed on NEX but the listing is
currently suspended which means that its shares are not trading on
NEX.  Caspian is working diligently to have the listing suspension
removed.

                    About Caspian Energy Inc.

Caspian Energy Inc. is an oil and gas exploration company
operating in Kazakhstan where it has a number of targets in the
highly prospective Aktobe Oblast of Western Kazakhstan.  Caspian
Energy holds these assets by virtue of its 40% equity stake in
Aral Petroleum Capital LLP (which as noted in Caspian's material
change report of June 24, 2013 will be reduced to 33.5% upon
satisfaction or waiver of all conditions precedent in a purchase
and sale agreement).  Aral Petroleum Capital LLP holds an
exclusive license, which entitles it to explore and develop
certain oil and gas properties known as a "North Block", an area
of 1500 sq.km. as well as a 25-year production contract for the
East Zhagabulak field.  The Company's license area lies
immediately adjacent to the various producing fields, including
the Alibekmola, Zhanazhol, and Kenkiyak fields.


CEREPLAST INC: Had $7.3 Million Net Loss in Third Quarter
---------------------------------------------------------
Cereplast, Inc., filed with the U.S. Securities and Exchange
Commission its quarterly report on Form 10-Q disclosing a net loss
of $7.27 million on $436,000 of net sales for the three months
ended Sept. 30, 2013, as compared with a net loss of $9.96 million
on $477,000 of net sales for the same period a year ago.

For the nine months ended Sept. 30, 2013, the Company reported a
net loss of $34.03 million on $2.13 million of net sales as
compared with a net loss of $16.27 million on $770,000 of net
sales for the same period during the prior year.

The Company's balance sheet at Sept. 30, 2013, showed $14.30
million in total assets, $36.72 million in total liabilities and a
$22.42 million total shareholders' deficit.

                 Going Concern/Bankruptcy Warning

"We have incurred a net loss of $34.0 million for the nine months
ended September 30, 2013, and $30.2 million for the year ended
December 31, 2012, and have an accumulated deficit of $121.1
million as of September 30, 2013.  Based on our operating plan,
our existing working capital will not be sufficient to meet the
cash requirements to fund our planned operating expenses, capital
expenditures and working capital requirements through December 31,
2013 without additional sources of cash.  This raises substantial
doubt about our ability to continue as a going concern.

"Our plan to address the shortfall of working capital is to
generate additional cash through a combination of refinancing
existing credit facilities, incremental product sales and raising
additional capital through debt and equity financings.  We are
confident that we will be able to deliver on our plans, however,
there are no assurances that we will be able to obtain any sources
of financing on acceptable terms, or at all.

"If we cannot obtain sufficient additional financing in the short-
term, we may be forced to curtail or cease operations or file for
bankruptcy," the Company said in the Quartery Report.

A copy of the Form 10-Q is available for free at:

                        http://is.gd/sCCjSA

                           About Cereplast

El Segundo, Calif.-based Cereplast, Inc., has developed and is
commercializing proprietary bio-based resins through two
complementary product families: Cereplast Compostables(R) resins
which are compostable, renewable, ecologically sound substitutes
for petroleum-based plastics, and Cereplast Sustainables(TM)
resins (including the Cereplast Hybrid Resins product line), which
replaces up to 90% of the petroleum-based content of traditional
plastics with materials from renewable resources.

Cereplast disclosed a net loss of $30.16 million in 2012, as
compared with a net loss of $14 million in 2011.

HJ Associates & Consultants, LLP, in Salt Lake City, Utah, issued
a "going concern" qualification on the consolidated financial
statements for the year ended Dec. 31, 2012.  The independent
auditors noted that the Company has suffered significant recurring
losses, has a significant accumulated deficit, and has
insufficient working capital to fund planned operations.  These
factors raise substantial doubt about the Company's ability to
continue as a going concern.


CERTENEJAS INCORPORADO: Confirmation Hearing Continued to Dec. 17
-----------------------------------------------------------------
The Bankruptcy Court continued until Dec. 17, 2013, at 10:30 a.m.,
the hearing to consider the confirmation of Certenejas
Incorporado's Plan of Reorganization.

The Debtor requested that the Court continue the hearing from
Nov. 18.

As reported in the Trouble Company Reporter on June 5, 2013,
pursuant to the Plan dated Sept. 28, 2012, Banco Popular de Puerto
Rico, holder of a $40.4 million claim secured by substantially all
assets of the Debtor, will recover 100 percent.  On the effective
date, the Debtor will surrender, as payment in kind to BPPR or
will consent to the foreclosure of the Motel Molino Azul (valued
at $6.95 million), Motel Molino Rojo ($5.60 million), Motel Las
Palmas ($8.50 million), Motel El Rio ($6.67 million), and Motel El
Eden ($3.25 million), and a parcel of land in Rio Grand, Puerto
Rico ($1.45 million).  The Debtor will retain the real property
known as Motel Flor Del Valle (valued at $4.5 million).  The
balance of BPPR's secured claim for $4.5 million will be paid
through monthly payments with a balloon payment of $4.32 million
on Dec. 31, 2014.

Holders of general unsecured claims aggregating $4.65 million will
recover 1 percent under the plan.

As reported in the TCR on Jan. 11, 2013, the Court has approved
the disclosure statement describing the plan.

A copy of the Disclosure Statement is available for free at:

    http://bankrupt.com/misc/Certenejas_Inco_Plan_Outline.pdf

                   About Certenejas Incorporado

Certenejas Incorporado -- aka Hotel Flor Del Valle, Motel El
Eden, Motel Molino Azul, Motel Molino Rojo, Motel Las Palmas, and
Motel El Rio -- owns motels or short-term guest houses in Puerto
Rico.  It filed a Chapter 11 petition (Bankr. D.P.R. Case No.
12-02806) in Old San Juan, Puerto Rico, on April 11, 2012.  The
Debtor disclosed US$27.68 million in assets and US$45.29 million
in debts as of the Chapter 11 filing.  Charles Alfred Cuprill,
Esq., serves as the Debtor's counsel.  The petition was signed by
Luis J. Meaux Vazquez, president.

Certenejas Incorporado and three of its affiliates previously
sought Chapter 11 bankruptcy protection (Bankr. D.P.R. Case Nos.
09-08470 to 09-08473) on Oct. 2, 2009.  The affiliates are
Rojoazul Hotel, Inc., Jonathan Corporation, and Silvernugget
Development Corporation.  According to the schedules filed in the
2009 case, Certenejas Incorporado had total assets of
US$13,800,000, and total debts of US$41,596,637.  The petition was
signed by Luis J. Meaux Vazquez, the Company's president.


CHINA NATURAL: Plan Filing Exclusivity Extended Until February
--------------------------------------------------------------
BankruptcyData reported that the U.S. Bankruptcy Court approved
China Natural Gas' motion to extend the exclusive period during
which the Company can file a Chapter 11 plan and solicit
acceptances thereof through and including Feb. 4, 2014 and April
7, 2014, respectively.

As previously reported, "The Debtor submits that an extension of
the Exclusive Periods as requested herein is necessary and
appropriate to allow it to complete its efforts to negotiate with
key constituents and develop and seek confirmation of a Chapter 11
Plan."

                       About China Natural

Headquartered in Xi'an, Shaanxi Province, P.R.C., China Natural
Gas, Inc., was incorporated in the State of Delaware on March 31,
1999.  The Company through its wholly owned subsidiaries and
variable interest entity, Xi'an Xilan Natural Gas Co., Ltd., and
subsidiaries of its VIE, which are located in Hong Kong, Shaanxi
Province, Henan Province and Hubei Province in the People's
Republic of China ("PRC"), engages in sales and distribution of
natural gas and gasoline to commercial, industrial and residential
customers through fueling stations and pipelines, construction of
pipeline networks, installation of natural gas fittings and parts
for end-users, and conversions of gasoline-fueled vehicles to
hybrid (natural gas/gasoline) powered vehicles at 0ptmobile
conversion sites.

On Feb. 8, 2013, an involuntary petition for bankruptcy was filed
against the Company by three of the Company's creditors, Abax
Lotus Ltd., Abax Nai Xin A Ltd., and Lake Street Fund LP (Bankr.
S.D.N.Y. Case No. 13-10419).  The Petitioners claimed that they
have debts totaling $42,218,956.88 as a result of the Company's
failure to make payments on the 5% Guaranteed Senior Notes issued
in 2008.  Adam P. Strochak, Esq., at Weil, Gotshal & Manges, LLP,
in Washington, D.C., represents the Petitioners as counsel.

China Natural Gas, Inc., sought dismissal of the involuntary
petition but in July 2013, it consented to the entry of an
order for relief under Chapter 11 of the U.S. Code.

The last regulatory filing listed assets as of June 30 of
$29.5 million and liabilities totaling $82.5 million.


CHINA NATURAL: Reports $727K Net Income in Third Quarter
--------------------------------------------------------
China Natural Gas, Inc., filed its quarterly report on Form 10-Q,
reporting net income of $726,763 on $32.0 million of revenues for
the three months ended Sept. 30, 2013, compared with a net loss of
$1.5 million on $31.1 million of revenues for the same period last
year.

The Company reported net income of $8.6 million on $101.8 million
of revenues for the nine months ended Sept. 30, 2013, compared
with net income of $5.5 million on $101.2 million of revenues for
the corresponding period of 2012.

The Company's balance sheet at Sept. 30, 2013, showed
$307.5 million in total assets, $87.7 million in total
liabilities, and stockholders' equity of $219.8 million.

A copy of the Form 10-Q is available at http://is.gd/8PHvI9

                       About China Natural

Headquartered in Xi'an, Shaanxi Province, P.R.C., China Natural
Gas, Inc., was incorporated in the State of Delaware on March 31,
1999.  The Company through its wholly owned subsidiaries and
variable interest entity, Xi'an Xilan Natural Gas Co., Ltd., and
subsidiaries of its VIE, which are located in Hong Kong, Shaanxi
Province, Henan Province and Hubei Province in the People's
Republic of China ("PRC"), engages in sales and distribution of
natural gas and gasoline to commercial, industrial and residential
customers through fueling stations and pipelines, construction of
pipeline networks, installation of natural gas fittings and parts
for end-users, and conversions of gasoline-fueled vehicles to
hybrid (natural gas/gasoline) powered vehicles at 0ptmobile
conversion sites.

On Feb. 8, 2013, an involuntary petition for bankruptcy was filed
against the Company by three of the Company's creditors, Abax
Lotus Ltd., Abax Nai Xin A Ltd., and Lake Street Fund LP (Bankr.
S.D.N.Y. Case No. 13-10419).  The Petitioners claimed that they
have debts totaling $42,218,956.88 as a result of the Company's
failure to make payments on the 5% Guaranteed Senior Notes issued
in 2008.  Adam P. Strochak, Esq., at Weil, Gotshal & Manges, LLP,
in Washington, D.C., represents the Petitioners as counsel.

China Natural Gas, Inc., sought dismissal of the involuntary
petition but in July 2013, it consented to the entry of an
order for relief under Chapter 11 of the U.S. Code.


CHINA PRECISION: Delays Form 10-Q for Third Quarter
---------------------------------------------------
China Precision Steel, Inc., was not, without unreasonable effort
or expense, able to file its quarterly report on Form 10-Q for the
quarter ended Sept. 30, 2013, by Nov. 14, 2013.  The Company
anticipates that it will file its Form 10-Q within the "grace"
period provided by Securities Exchange Act Rule 12b-25.

                       About China Precision

China Precision Steel Inc. is a niche precision steel processing
company principally engaged in the production and sale of high
precision cold-rolled steel products and provides value added
services such as heat treatment and cutting medium and high
carbon hot-rolled steel strips.  China Precision Steel's high
precision, ultra-thin, high strength (7.5 mm to 0.05 mm) cold-
rolled steel products are mainly used in the production of
automotive components, food packaging materials, saw blades and
textile needles.  The Company primarily sells to manufacturers in
the People's Republic of China as well as overseas markets such
as Nigeria, Thailand, Indonesia and the Philippines.  China
Precision Steel was incorporated in 2002 and is headquartered in
Sheung Wan, Hong Kong.

China Precision incurred a net loss of $68.93 million on $36.52
million of sales revenues for the year ended June 30, 2013, as
compared with a net loss of $16.94 million on $142.97 million of
sales revenues during the prior fiscal year.  As of June 30, 2013,
the Company had $119.92 million in total assets, $67.01 million in
total liabilities, all current, and $52.91 million in total
stockholders' equity.

Moore Stephens, Certified Public Accountants, in Hong Kong, issued
a "going concern" qualification on the consolidated financial
statements for the year ended June 30, 2013.  The independent
auditors noted that the Company has suffered a very significant
loss in the year ended June 30, 2013, and defaulted on interest
and principal repayments of bank borrowings that raise substantial
doubt about its ability to continue as a going concern.


CICERO INC: Incurs $695,000 Net Loss in Third Quarter
-----------------------------------------------------
Cicero Inc. filed with the U.S. Securities and Exchange Commission
its quarterly report on Form 10-Q disclosing a net loss applicable
to common stockholders of $695,000 on $542,000 of total operating
revenue for the three months ended Sept. 30, 2013, as compared
with a net loss applicable to common stockholders of $1 million on
$569,000 of total operating revenue for the same period during the
prior year.

For the nine months ended Sept. 30, 2013, the Company reported a
net loss applicable to common stockholders of $2.63 million on
$1.64 million of total operating revenue as compared with net
income applicable to common stockholders of $275,000 on $5.28
million of total operating revenue for the same period a year ago.

The Company's balance sheet at Sept. 30, 2013, showed $3.10
million in total assets, $11.03 million in total liabilities and a
$7.92 million total stockholders' deficit.

A copy of the Form 10-Q is available for free at:

                        http://is.gd/uCCZcx

                         About Cicero Inc.

Cary, N.C.-based Cicero, Inc., provides business integration
software solutions and also provides technical support, training
and consulting services as part of its commitment to providing
customers with industry-leading solutions.

The Company focuses on the customer experience management market
with emphasis on desktop integration and business process
automation with its Cicero XM(TM) products.  Cicero XM enables the
flow of data between different applications, regardless of the
type and source of the application, eliminating redundant entry
and costly mistakes.

The Company has extended the maturity dates of several debt
obligations that were due in 2011 to 2012, to assist with
liquidity and may attempt to extend these maturities again if
necessary.  Despite the recent additions of several new clients,
the Company continues to struggle to gain additional sources of
liquidity on terms that are acceptable to the Company.

Cicero disclosed a net loss applicable to common stockholders of
$315,000 on $5.99 million of total operating revenue for the year
ended Dec. 31, 2012, as compared with a net loss applicable to
common stockholders of $3.09 million on $3.25 million of total
operating revenue during the prior year.

Cherry Bekaert LLP, in Raleigh, North Carolina, issued a "going
concern" qualification on the consolidated financial statements
for the year ended Dec. 31, 2012.  The independent auditors noted
that the Company has suffered recurring losses from operations and
has a working capital deficiency as of Dec. 31, 2012.  These
conditions raise substantial doubt about the Company's ability to
continue as a going concern.


CIRTRAN CORP: Delays Form 10-Q for Third Quarter
------------------------------------------------
CirTran Corporation said its quarterly report on Form 10-Q for the
quarter ended Sept. 30, 2013, could not be filed because the
Company has limited financial resources and personnel and was
unable to timely complete and verify its financial statements.

The Company currently estimates that it will report net income
(loss) of approximately ($173,806) on revenues of approximately
$658,361 for the three months ended Sept. 30, 2013, as compared to
a net (loss) of approximately $(546,879) on revenues of $653,127
for the three months ended Sept. 30, 2012.  The Company further
estimates that, after net income (loss) attributable to
noncontrolling interest of $235,663 and $222,685 for the three
months ended Sept. 30, 2013, and 2012, respectively, it will
report net income (loss) attributable to CirTran Corporation and
subsidiaries of $61,857 and $(324,194) for the three months ended
September 30, 2013 and 2012, respectively.

The Company currently estimates that it will report net income
(loss) of approximately $1,089,060 on revenues of approximately
$2,623,204 for the nine months ended Sept. 30, 2013, as compared
to a net (loss) of approximately $(2,540,462) on revenues of
$1,587,582 for the nine months ended Sept. 30, 2012.  The Company
further estimates that, after net income (loss) attributable to
noncontrolling interest of $(601,605) and $492,625 for the nine
months ended Sept. 30, 2013, and 2012, respectively, it will
report net income (loss) attributable to CirTran Corporation and
subsidiaries of $487,455 and $(2,047,837) for the nine months
ended September 30, 2013 and 2012, respectively.

                        About Cirtran Corp

West Valley City, Utah-based CirTran Corporation manufactures,
markets, and distributes domestically and internationally an
energy drink under a license, now in dispute, with Playboy
Enterprises, Inc., or Playboy, and in the U.S., it provides a mix
of high- and medium-volume turnkey manufacturing services and
products using various high-tech applications for leading
electronics OEMs in the communications, networking, peripherals,
gaming, law enforcement, consumer products, telecommunications,
automotive, medical, and semiconductor industries.  Its services
include pre-manufacturing, manufacturing, and post-manufacturing
services.  Its goal is to offer customers the significant
competitive advantages that can be obtained from manufacture
outsourcing.

Cirtran Corp incurred a net loss of $1.78 million in 2012 as
compared with a net loss of $7.04 million in 2011.  The Company's
balance sheet at June 30, 2013, showed $1.3 million in total
assets, $24.6 million in total liabilities, and a stockholders'
deficit of $23.3 million.

Sadler, Gibb & Associates, LLC, in Salt Lake City, UT, issued a
"going concern" qualification on the consolidated financial
statements for the year ended Dec. 31, 2012.  The independent
auditors noted that the Company had accumulated losses of
$48,514,796 as of Dec. 31, 2012, which raises substantial doubt
about its ability to continue as a going concern.


CITIZENS DEVELOPMENT: Nearing Plan With Municipal Agencies
----------------------------------------------------------
Citizens Development Corp. entered into a stipulation with
municipal agencies, namely the City of Vallecitos, City of San
Marcos, and the County of San Diego, to continue the Debtor's
deadline to file an amended disclosure statement from Nov. 18,
2103, to Nov. 27, 2013.

The hearing on the Debtor's amended disclosure statement and the
status conference/"order to show cause" hearing will remain on
calendar for Dec. 2, 2013, at 2:00 p.m.

The Debtor on Oct. 8, 2013, circulated a draft amended disclosure
statement to, among other parties, the Municipal Agencies.  In
October, the parties entered into stipulations continuing the
disclosure statement hearing.

On Nov. 6, 2013, the Debtor and the Municipal Agencies reached an
agreement in principle regarding the terms of a consensual amended
plan of reorganization and amended disclosure statement.  The
parties need additional time to formalize their agreement and
present to the Court a consensual amended plan of reorganization
and disclosure statement.

The signatories to the stipulation are:

         Ron Bender, Esq.
         Krikor J. Meshefejian, Esq.
         LEVENE, NEALE, BENDER, YOO & BRILL L.L.P.
         10250 Constellation Boulevard, Suite 1700
         Los Angeles, CA 90067
         Tel: (310) 229-1234
         Fax: (310) 229-1244
         E-mail: rb@lnbyb.com
                 kjm@lnbyb.com
         Counsel for the Debtor

                  - and -

         Philip J. Giacinti, Jr., Esq.
         PROCOPIO, CORY, HARGREAVES & SAVITCH LLP
         525 B Street, Suite 2200
         San Diego, CA 92101
         Tel: 619-515-3269
         Fax: 619-744-5469
         E-mail: phil.giacinti@procopio.com
         Counsel for the Municipal Agencies

                    About Citizens Development

San Marcos, California-based Citizens Development Corp., owns and
operates the Lake San Marcos Resort and Country Club located in
San Diego County.  The Company filed a voluntary petition for
relief under Chapter 11 (Bankr. S.D. Cal. Case No. 10-15142) on
August 26, 2010.  Ron Bender, Esq., and Krikor Meshefejian, Esq.,
at Levene, Neale, Bender, Yoo & Brill LLP, represent the Debtor.
The Debtor estimated its assets and debts at $10 million to
$50 million.

Chapter 11 petitions were also filed by affiliates LSM Executive
Course, LLC (Bankr. S.D. Cal. Case No. 10-07480), and LSM Hotel,
LLC (Bankr. S.D. Cal. Case No. 10-13024).

A bankruptcy-exit plan filed in the case provides that funding for
the Plan will initially come from a new value contribution in the
amount of up to $375,000 to be made to the Reorganized Debtor by
LDG Golf Marketing, LLC, Telesis' cash collateral in the amount of
$50,000 allocated to the payment of allowed administrative
expenses pursuant to the Telesis Settlement, and the Debtor's
additional cash on hand which is estimated to be $50,000, which
collectively equates to up to $475,000.

Tiffany L. Carroll, Acting U.S. Trustee for Region 15, was unable
to appoint an official committee of unsecured creditors in the
Chapter 11 case of Citizens Development Corp.


COMMUNITY FIRST: Reports $290,000 Net Income in Third Quarter
-------------------------------------------------------------
Community First, Inc., filed with the U.S. Securities and Exchange
Commission its quarterly report on Form 10-Q disclosing net income
of $290,000 on $4.32 million of total interest income for the
three months ended Sept. 30, 2013, as compared with a net loss of
$1.39 million on $5.49 million of total interest income for the
same period during the prior year.

For the nine months ended Sept. 30, 2013, the Company reported net
income of $883,000 on $13.27 million of total interest income as
compared with net income of $725,000 on $17.71 million of total
interest income for the same period a year ago.

The Company's balance sheet at Sept. 30, 2013, showed $450.51
million in total assets, $442.26 million in total liabilities and
$8.25 million in total shareholders' equity.

A copy of the Form 10-Q is available for free at:

                       http://is.gd/10PKsE

Columbia, Tenn.-based Community First, Inc., is a registered bank
holding company under the Bank Holding Company Act of 1956, as
amended, and became so upon the acquisition of all the voting
shares of Community First Bank & Trust on Aug. 30, 2002.  The Bank
conducts substantially all of its banking activities in Maury,
Williamson and Hickman Counties, in Tennessee.


COMMUNITY SHORES: Daniel M. Wiersma Held 5.1% Stake at Oct. 11
--------------------------------------------------------------
In a Schedule 13G filed with the U.S. Securities and Exchange
Commission, Daniel M. Wiersma disclosed that as of Oct. 11, 2013,
he beneficially owned 75,825 shares of common stock of Community
Shores Bank Corporation representing 5.1 percent of the shares
outstanding.  A copy of the regulatory filing is available for
free at http://is.gd/Fe3guc

                       About Community Shores

Muskegon, Mich.-based Community Shores Bank Corporation, organized
in 1998, is a Michigan corporation and a bank holding company.
The Company owns all of the common stock of Community Shores Bank.
The Bank was organized and commenced operations in January 1999 as
a Michigan chartered bank with depository accounts insured by the
FDIC to the extent permitted by law.  The Bank provides a full
range of commercial and consumer banking services primarily in the
communities of Muskegon County and Northern Ottawa County.

The Company reported a net loss of $2.46 million in 2011, compared
with a net loss of $8.88 million in 2010.

The Company's balance sheet at Sept. 30, 2012, showed $207.72
million in total assets, $208.87 million in total liabilities and
a $1.14 million in total shareholders' deficit.

After auditing the 2011 results, Crowe Horwath LLP, in Grand
Rapids, Michigan, expressed substantial doubt about the Company's
ability to continue as a going concern.  The independent auditors
noted that the Company has incurred significant recurring
operating losses, is in default of its notes payable
collateralized by the stock of its wholly-owned bank subsidiary,
and the subsidiary bank is undercapitalized and is not in
compliance with revised minimum regulatory capital requirements
under a formal regulatory agreement which has imposed limitations
on certain operations.


CONTINENTAL BUILDING: S&P Lowers Rating on $415MM Loan to 'B'
-------------------------------------------------------------
Standard & Poor's Ratings Services said it lowered its issue-level
ratings on U.S.-based wallboard manufacturer Continental Building
Products LLC's $415 million first-lien term loan to 'B' from 'B+',
(same as the corporate credit rating).  S&P revised the recovery
rating to '3' from '2', indicating meaningful (50% to 70%)
recovery in the event of default.

At the same time, S&P affirmed its 'CCC+' issue-level rating on
the company's $155 million second-lien term loan.  The '6'
recovery rating remains unchanged, indicating negligible
(0% to 10%) recovery in the event of default.

The corporate credit rating remains unchanged.

The issue-level downgrade and recovery rating revision reflect
Reston, Va.-based Continental Building Products LLC's announcement
that it plans to add-on an additional $95 million to its
outstanding first-lien term loan and $35 million to its
outstanding second-lien term loan.  The proceeds will be used to
fund a dividend to its financial sponsor.

Standard & Poor's 'B' issue-level rating on the company's first-
lien term loan and 'CCC+' second-lien term loan are based on S&P's
view of the company's business risk as "weak" and its financial
risk as "highly leveraged".  Key business risks include S&P's
expectation for very high EBITDA volatility due to the company's
exposure to the cyclical residential and commercial construction
sectors.  S&P's financial risk assessment reflects typically
aggressive financial policies adopted by companies owned by
financial sponsors.

Standard & Poor's has reviewed its ratings on Continental, which
it labeled as "under criteria observation" after the publishing of
its revised corporate criteria on Nov. 19.  Standard & Poor's
expedited the review of its ratings on Continental because of the
company's announced debt issue.  With S&P's criteria review of
Continental complete, it has confirmed that its ratings on this
issuer are unaffected by the criteria changes.

Ratings List

Continental Building Products LLC
Corporate Credit Rating                      B/Stable/--

Ratings Lowered; Recovery Rating Revised
                                              TO      FROM
Continental Building Products LLC
$415 mil. 1st-lien term loan                 B       B+
  Recovery Rating                             3       2

Ratings Affirmed; Recovery Rating Unchanged

Continental Building Products LLC
$155 mil. 2nd-lien term loan                 CCC+
  Recovery Rating                             6


CORD BLOOD: Incurs $591,700 Net Loss in Third Quarter
-----------------------------------------------------
Cord Blood America, Inc., filed with the U.S. Securities and
Exchange Commission its quarterly report on Form 10-Q disclosing a
net loss of $591,734 on $1.48 million of revenue for the three
months ended Sept. 30, 2013, as compared with a net loss of
$1.02 million on $1.51 million of revenue for the same period
during the prior year.

For the nine months ended Sept. 30, 2013, the Company reported a
net loss of $1.68 million on $4.42 million of revenue as compared
with a net loss of $2.14 million on $4.63 million of revenue for
the same period a year ago.

The Company's balance sheet at Sept. 30, 2013, showed
$6.40 million in total assets, $6.26 million in total liabilities
and $140,196 in total stockholders' equity.

A copy of the Form 10-Q is available for free at:

                        http://is.gd/JPSoC6

                      About Cord Blood America

Based in Las Vegas, Nevada, Cord Blood America, Inc., is primarily
a holding company whose subsidiaries include Cord Partners, Inc.,
CorCell Co. Inc., CorCell Ltd.; CBA Professional Services, Inc.
D/B/A BodyCells, Inc.; CBA Properties, Inc.; and Career Channel
Inc, D/B/A Rainmakers International.  Cord specializes in
providing private cord blood stem cell preservation services to
families.  BodyCells is a developmental stage company and intends
to be in the business of collecting, processing and preserving
peripheral blood and adipose tissue stem cells allowing
individuals to privately preserve their stem cells for potential
future use in stem cell therapy.  Properties was formed to hold
the corporate trademarks and other intellectual property of CBAI.
Rain specializes in creating direct response television and radio
advertising campaigns, including media placement and commercial
production.

Cord Blood disclosed a net loss of $3.49 million on $5.99 million
of revenue for the year ended Dec. 31, 2012, as compared with a
net loss of $6.51 million on $5.07 million of revenue during the
prior year.

Rose, Snyder & Jacobs, LLP, in Encino, California, issued a "going
concern" qualification on the consolidated financial statements
for the year ended Dec. 31, 2012.  The independent auditors noted
that the Company has sustained recurring operating losses and has
an accumulated deficit at Dec. 31, 2012.  These conditions raise
substantial doubt about the Company's ability to continue as a
going concern.


COUNTRYWIDE FIN'L: BofA Argues It Shouldn't Pay Penalty in Case
---------------------------------------------------------------
Patricia Hurtado, writing for Bloomberg News, reported that Bank
of America Corp. told a judge it shouldn't pay any penalty in a
U.S. lawsuit accusing it of selling defective loans to Fannie Mae
and Freddie Mac.

According to the report, the government argued earlier that, given
the egregiousness of the fraud, the Charlotte, North Carolina-
based bank should pay the maximum penalty of $863 million. The
bank, in its filing on Nov. 21 in federal court in Manhattan, said
it should pay $1.1 million at the most.

Bank of America's Countrywide unit was found liable by a federal
jury last month for selling the government-sponsored entities
thousands of defective loans in the first mortgage-fraud case
brought by the U.S. to go to trial, the report related.

Bank of America argues the U.S. can't prove that the scheme to
misrepresent the quality of its High Speed Swim Lane or "HSSL"
loans and not other factors were a proximate cause to any
pecuniary loss to Fannie Mae and Freddie Mac, the report said.

"The government cannot show that any loss suffered by Fannie and
Freddie in connection with the HSSL loans proximately resulted
from a misrepresentation by Countrywide about the loans, as
opposed to other factors such as the worldwide mortgage crisis,
which had an enormous effect on mortgage loans purchased by Fannie
and Freddie during the relevant period," the bank said in the
filing, the report further related.

                   About Countrywide Financial

Based in Calabasas, California, Countrywide Financial Corporation
(NYSE: CFC) -- http://www.countrywide.com/-- originated,
purchased, securitized, sold, and serviced residential and
commercial loans.

In mid-2008, Bank of America completed its purchase of Countrywide
for $2.5 billion.  The mortgage lender was originally priced at $4
billion, but the purchase price eventually was whittled down to
$2.5 billion based on BofA's stock prices that fell over 40% since
the time it agreed to buy the ailing lender.

                         About Fannie Mae

Federal National Mortgage Association, aka Fannie Mae, is a
government-sponsored enterprise that was chartered by U.S.
Congress in 1938 to support liquidity, stability and affordability
in the secondary mortgage market, where existing mortgage-related
assets are purchased and sold.

The U.S. Department of the Treasury owns Fannie Mae's senior
preferred stock and a warrant to purchase 79.9 percent of its
common stock, and Treasury has made a commitment under a senior
preferred stock purchase agreement to provide Fannie with funds
under specified conditions to maintain a positive net worth.

As of June 30, 2013, Fannie Mae had $3.28 trillion in total
assets, $3.26 trillion in total liabilities and $13.24 billion in
total equity.

Fannie Mae has operated under the conservatorship of the Federal
Housing Finance Agency since Sept. 6, 2008.  Fannie Mae has not
received funds from Treasury since the first quarter of 2012.  The
funding the company has received under the senior preferred stock
purchase agreement with the U.S. Treasury has provided the company
with the capital and liquidity needed to maintain its ability to
fulfill its mission of providing liquidity and support to the
nation's housing finance markets and to avoid a trigger of
mandatory receivership under the Federal Housing Finance
Regulatory Reform Act of 2008.  For periods through March 31,
2013, Fannie Mae has requested cumulative draws totaling $116.1
billion.  Under the senior preferred stock purchase agreement, the
payment of dividends cannot be used to offset prior Treasury
draws.  Accordingly, while Fannie Mae has paid $35.6 billion in
dividends to Treasury through March 31, 2013, Treasury still
maintains a liquidation preference of $117.1 billion on the
company's senior preferred stock.

In August 2012, the terms governing the company's dividend
obligations on the senior preferred stock were amended.  The
amended senior preferred stock purchase agreement does not allow
the company to build a capital reserve.  Beginning in 2013, the
required senior preferred stock dividends each quarter equal the
amount, if any, by which the company's net worth as of the end of
the preceding quarter exceeds an applicable capital reserve
amount.  The applicable capital reserve amount is $3.0 billion for
each quarter of 2013 and will be reduced by $600 million annually
until it reaches zero in 2018.

The amount of remaining funding available to Fannie Mae under the
senior preferred stock purchase agreement with Treasury is
currently $117.6 billion.  Fannie Mae is not permitted to redeem
the senior preferred stock prior to the termination of Treasury's
funding commitment under the senior preferred stock purchase
agreement.

                        About Freddie Mac

Based in McLean, Virginia, the Federal Home Loan Mortgage
Corporation, known as Freddie Mac (OTCBB: FMCC) --
http://www.FreddieMac.com/-- was established by Congress in
1970 to provide liquidity, stability and affordability to the
nation's residential mortgage markets.  Freddie Mac supports
communities across the nation by providing mortgage capital to
lenders.  Over the years, Freddie Mac has made home possible for
one in six homebuyers and more than five million renters.

Freddie Mac is under conservatorship and is dependent upon the
continued support of Treasury and the Federal Housing Finance
Agency acting as conservator to continue operating its
business.


CREATION'S GARDEN: Case Summary & Top Unsecured Creditors
------------------------------------------------------------------
Debtor: Creation's Garden Natural Products, Inc.
           dba Creation's Garden
           dba Creation's Garden Manufacturing
           dba CGNP
           dba CGNP Manufacturing
        24849 Anza Drive
        Valencia, CA 91355

Case No.: 13-37815

Chapter 11 Petition Date: November 20, 2013

Court: United States Bankruptcy Court
       Central District of California (Los Angeles)

Judge: Hon. Julia W. Brand

Debtor's Counsel: Ron Bender, Esq.
                  10250 Constellation Blvd Ste 1700
                  Los Angeles, CA 90067
                  Tel: 310-229-1234
                  Email: rb@lnbyb.com

Estimated Assets: $10 million to $50 million

Estimated Debts: $10 million to $50 million

Affiliate that simultaneously sought Chapter 11 protection:

   Debtor                                           Case No.
   ------                                           --------
Creation's Garden Natural Food Markets, Inc.        13-37819
    dba Food Markets
        dba CGNFM
   Assets: $1 million to $10 million
   Liabilities: $1 million to $10 million

The petitions were signed by Gino Guglielmelli, president.

A. List of Creation's Garden Natural Products' 20 Largest
Unsecured Creditors:

   Entity                       Nature of Claim   Claim Amount
   ------                       ---------------   ------------
Bank of America, N.A.           Lease Guaranty     $4,090,896
c/o Hemar, Rousso & Heald, LLP
15910 Ventura Blvd., 12th Floor
Encino, CA 91436

Green Wave Ingredients                               $552,459
14821 Northam Street
La Mirada, CA 90638

Pacific Natural                  Customer deposit    $501,871
2049 N Lincoln St 3rd Fl
Burbank, CA 91504

Kent Landsburg (Marfred)         Loan                $403,544
Landsberg
P.O. Box 10114
Pasadena, CA 91189-1144

TricorBraun, Inc.                Loan                $252,855
13950A Cerritos Corporate Dr
Cerritos, CA 90703

Farmacapsulas                                        $240,767

Reliable Nutrition                                   $205,235

P&P International                                    $174,173

Optimum Health                 Customer deposit      $117,696

Jiaherb Inc.                                         $117,157

Hilmar Cheese Company                                $111,364

CMM, LLP                                             $102,417

Milk Specialties Global                               $96,040

Mother Jungle Herbs                                   $93,015

Pacific Packaging                                     $92,087

Novel Ingredient Service                              $89,146

Fleetwood Fibre Inc.                                  $86,437

Canyon Plastics                                       $67,794

Express Tubes                                         $60,966

Whole Herb Co.                                        $57,244

B. A list of Creation's Garden Natural Food Markets' seven largest
unsecured creditors is available for free at
http://bankrupt.com/misc/cacb13-37819.pdf


CROWN HOLDINGS: S&P Retains 'BB+' Rating on CreditWatch Negative
----------------------------------------------------------------
Standard & Poor's Ratings Services said its ratings on Crown
Holdings Inc. remain on CreditWatch, where they had been placed
with negative implications on Oct. 31, 2013, following Crown's
announcement that it agreed to acquire Mivisa Envases SAU for
$1.62 billion.  The acquisition is being financed with the
proposed senior secured credit facilities and $400 million in
unsecured notes (to be issued in 2014).

Upon completion of the Mivisa acquisition, which is subject to
regulatory approval and expected to occur in early 2014, S&P
expects to lower the ratings to 'BB' and assign a stable outlook.

At the same time, S&P is assigning its 'BBB-' issue rating and '1'
recovery ratings to the proposed $2.84 billion senior secured
credit facilities.  The facilities consist of a $1.2 billion
multi-currency revolver due 2018, a $300 million farm credit
facility due 2019, an $800 million term loan A due 2018, and a
EUR400 million of the euro term A due 2018.  The main borrower is
Crown Americas LLC.  The '1' recovery rating reflects S&P's
expectation for very high recovery (90% to 100%) in the event of a
payment default.

The recovery rating on the unsecured debt ratings remains at '5'
and if the Mivisa acquisition is completed as proposed, S&P
expects to lower the rating on the existing unsecured debt to
'BB-' from 'BB'.

Standard & Poor's has reviewed its ratings on Crown Holdings Inc.,
which it labeled as "under criteria observation" (UCO) after the
publishing of its revised Corporate criteria on Nov. 19.  Standard
& Poor's expedited the review of its ratings on Crown Holdings
Inc. because of the company's announced debt issue.  With S&P's
criteria review of Crown Holdings Inc. complete, it has confirmed
that its ratings on this issuer are unaffected by the criteria
changes.

The downgrade of the corporate credit rating to 'BB', if it
occurs, would reflect the significant increase in debt incurred in
connection with the acquisition, and our revision of the company's
financial risk profile to "aggressive" from "significant".

"If the transaction is completed as proposed, we would lower the
corporate credit rating and unsecured debt ratings upon closing of
the transaction," said Standard & Poor's credit analyst Liley
Mehta.


CUBIC ENERGY: Incurs $2.6 Million Net Loss in Sept. 30 Quarter
--------------------------------------------------------------
Cubic Energy, Inc., filed with the U.S. Securities and Exchange
Commission its quarterly report on Form 10-Q disclosing a net loss
of $2.60 million on $866,702 of total revenues for the three
months ended Sept. 30, 2013, as compared with a net loss of
$1.76 million on $1 million of total revenues for the same period
during the prior year.

The Company's balance sheet at Sept. 30, 2013, showed
$19.51 million in total assets, $35.27 million in total
liabilities, all current, and a $15.76 million total stockholders'
deficit.

A copy of the Form 10-Q is available for free at:

                        http://is.gd/IazYsv

                         About Cubic Energy

Cubic Energy, Inc., headquartered in Dallas, Tex., is an
independent upstream energy company engaged in the development and
production of, and exploration for, crude oil and natural gas.
Its oil and gas assets and activities are concentrated in
Louisiana.

Cubic Energy incurred a net loss of $5.93 million for the year
ended June 30, 2013, as compared with a net loss of $12.49 million
during the prior fiscal year.


D & L ENERGY: Seeks $2-Mil. in DIP Financing from ITG Taxable Fund
------------------------------------------------------------------
D & L Energy, Inc., & Petroflow, Inc., ask the U.S. Bankruptcy
Court for the Northern District of Ohio for authorization to
obtain post-petition secured financing of up to $2.0 million from
ITG Taxable Fund LLLP.

The maturity date will be 23 months after the date of the initial
funding.  Interest Rate will be 10% p.a.  Default interest will be
14% p.a.

As a condition precedent to Lender's obligation to make the DIP
Loan and as a material inducement to the Lender, Borrowers will
satisfy their liability to Huntington National Bank under the
February 2008 Continuing Commercial Guaranty upon funding of the
DIP Loan.

The DIP Loan will be secured by a first priority lien on all of
Borrowers' assets pursuant to 11 U.S.C. Section 364(c)(2).  DIP
Lender will also receive a super-priority administrative expense
in the Bankruptcy Case pursuant to 11 U.S.C. Sections 364(c)(1),
503(b) and 507(b), with priority over all other administrative
expense claims in the Bankruptcy Case except fees payable to the
Office of the United States Trustee, and the Lender will not be
required, without its consent, to accept property other than cash
in satisfaction of (a) its liens and security interests which
encumber the Collateral as security for payment of the Loan and
(b) the super-priority administrative expense claim,
notwithstanding 11 U.S.C. Section 1129 (a)(7) or (b)(2)(A).

A copy of the motion is available at:

              http://bankrupt.com/misc/d&l.doc285.pdf

                        About D & L Energy

D & L Energy, Inc., based in Youngstown, Ohio, was formed by David
DeChristofaro, Ben Lupo, and James Beshara in 1986 to be a
conventional oil and gas well operator and producer, primarily
targeting oil and gas reserves in the Clinton Sandstone formation
throughout Northeast Ohio and Northwest Pennsylvania.  D&L
currently has three (3) shareholders, Ben Lupo (80.76%
shareholder), Susan Faith (15% shareholder), and Holly Serensky
Lupo (4.24% shareholder).  Nicholas C. Paparodis is the acting CEO
and President of D&L.  Kathy Kaniclides is the acting Secretary
and Treasurer of D&L.  Currently, Serensky Lupo is the sole
director of D&L.

Petroflow, Inc., is an Ohio corporation which is a wholly owned
subsidiary of D&L.  Originally intended to operate as the
"drilling arm" of D&L, Petroflow ceased all operations prior to
the filing of these bankruptcy matters.  Petroflow has no current
income, no bank accounts, and no employees.  Paparodis is the
president, CEO and sole director of Petroflow.

D&L and Petroflow filed for Chapter 11 bankruptcy (Bankr. N.D.
Ohio Lead Case No. 13-40813) on April 16, 2013.  Judge Kay Woods
oversees the case.  Brian T. Angeloni, Esq., Kathryn A. Belfance,
Esq., Steven Heimberger, Esq., and Todd A. Mazzola, Esq., at
Roderick Linton Belfance, LLP, serve as the Debtors' counsel, and
Walter Haverfield, LLP, is the environmental counsel.  SS&G
Parkland Consulting, LLC, serves as financial advisor and
investment banker.

The Troubled Company Reporter reported on Oct. 22, 2013, the
Debtor disclosed in its amended schedules, $40,615,677 in assets
and $6,187,217 in liabilities as of the Chapter 11 filing.

Daniel M. McDermott, U.S. Trustee for Region 9, appointed seven
creditors to serve in the Official Committee of Unsecured
Creditors.  Sherri Lynn Dahl, Esq., and Peter R. Morrison, Esq.,
at Squire Sanders (US) LLP, represent the Creditors Committee as
counsel.  BBP Partners LLC serves as its financial advisors.


D & L ENERGY: Eveflow Files Limited Objection to Sale Motion
------------------------------------------------------------
Everflow Eastern, Inc., and Eveflow Eastern Partners, L.P.,
objects to the motion of D & L Energy, Inc., and Petroflow, Inc.'s
for an order authorizing the sale of substantially all of the
Debtors' assets subject to higher or better offers at an auction.

According to papers filed with the Court, the Everflow Entities,
and their assigns, own a percentage of the working interest in
certain oil and gas wells operated by the Debtor, and that the
Everflow Entities, and their assigns, are also owners of all
equipment installed on the property where the Everflow Wells are
located.  In addition, the Everflow Entities operate certain wells
that D & L has an interest in.

The Everflow Entities explain: "The Everflow Entities and their
counsel have accessed the Virtual Data Room and reviewed certain
records located therein.  In reviewing the records in the Virtual
Data Room, the Everflow Entities discovered that certain of the
Everflow Well Interests were not accurately described in the
Debtor's records.  The Everflow Entities' counsel reported this to
the Debtor's counsel.

"Accordingly, as a matter of precaution, the Everflow Entities are
filing this Limited Objection to the Sales Motion.  The Everflow
Entities file this Limited Objection for the following reasons:
(i) to make certain that the Everflow Well Interests and Everflow
Well Equipment are excluded from the assets transferred pursuant
to the Sales Motion; (ii) to ensure that the Everflow Entities'
interests in the EF Operated Wells, including the EF Operated Well
Interests, are excluded from the assets transferred pursuant to
the Sales Motion; and (iii) to make certain that the Everflow Well
Interests, Everflow Well Equipment, the EF Operated Well Interests
and EF Operated Wells, including any governing Operating
Agreements, are not otherwise inappropriately affected by any
transfer(s) contemplated by the Sales Motion.

"The Everflow Entities also file this Limited Objection to place
all potential purchasers of the Debtor's assets on notice of the
Everflow Well Interests, the Everflow Well Equipment, EF Operated
Well Interests and EF Operated Wells, and the governing Operating
Agreements."

                     Ford Motor Credit Company

According to papers filed with the Court, Ford Motor Credit
Company LLC has a security interest in a 2008 Ford F250,
VIN#1FTNF21578EE49622.  The balance owed on the claim is $3,731.11
plus interest at the rate of 11.19% from May 21, 2013.

Creditor objects to the Motion of the Debtor-in-Possession
for an Order Authorizing the Sale of the 2008 Ford F250 for the
reason that the Debtor-in-Possession wishes to sell it free and
clear of liens and Creditor is a secured Creditor in the case and
should be paid its balance in full from the proceeds from
the sale of the vehicle.

As reported in the TCR on Nov. 1, 2013, the U.S. Bankruptcy Court
for the Northern District of Ohio approved bidding and auction
procedures that will govern the sale of all of the assets of D&L
Energy, Inc., & Petroflow, Inc.

The sale hearing to consider the relief requested in the Sale
Motion and to consider whether to approve the bid(s) by the Buyer
or other Successful Bidder(s) will be held on Nov. 19, 2013, at
9:30 a.m.

A copy of the Sales Procedure Order is available at:

             http://bankrupt.com/misc/d&l.doc270.pdf

                        About D & L Energy

D & L Energy, Inc., based in Youngstown, Ohio, was formed by David
DeChristofaro, Ben Lupo, and James Beshara in 1986 to be a
conventional oil and gas well operator and producer, primarily
targeting oil and gas reserves in the Clinton Sandstone formation
throughout Northeast Ohio and Northwest Pennsylvania.  D&L
currently has three (3) shareholders, Ben Lupo (80.76%
shareholder), Susan Faith (15% shareholder), and Holly Serensky
Lupo (4.24% shareholder).  Nicholas C. Paparodis is the acting CEO
and President of D&L.  Kathy Kaniclides is the acting Secretary
and Treasurer of D&L.  Currently, Serensky Lupo is the sole
director of D&L.

Petroflow, Inc., is an Ohio corporation which is a wholly owned
subsidiary of D&L.  Originally intended to operate as the
"drilling arm" of D&L, Petroflow ceased all operations prior to
the filing of these bankruptcy matters.  Petroflow has no current
income, no bank accounts, and no employees.  Paparodis is the
president, CEO and sole director of Petroflow.

D&L and Petroflow filed for Chapter 11 bankruptcy (Bankr. N.D.
Ohio Lead Case No. 13-40813) on April 16, 2013.  Judge Kay Woods
oversees the case.  Brian T. Angeloni, Esq., Kathryn A. Belfance,
Esq., Steven Heimberger, Esq., and Todd A. Mazzola, Esq., at
Roderick Linton Belfance, LLP, serve as the Debtors' counsel, and
Walter Haverfield, LLP, is the environmental counsel.  SS&G
Parkland Consulting, LLC, serves as financial advisor and
investment banker.

The Troubled Company Reporter reported on Oct. 22, 2013, the
Debtor disclosed in its amended schedules, $40,615,677 in assets
and $6,187,217 in liabilities as of the Chapter 11 filing.

Daniel M. McDermott, U.S. Trustee for Region 9, appointed seven
creditors to serve in the Official Committee of Unsecured
Creditors.  Sherri Lynn Dahl, Esq., and Peter R. Morrison, Esq.,
at Squire Sanders (US) LLP, represent the Creditors Committee as
counsel.  BBP Partners LLC serves as its financial advisors.


DEL MONTE FOODS: S&P Retains 'B' CCR After Tranche Size Changes
---------------------------------------------------------------
Standard & Poor's Ratings Services stated that all of its ratings,
including its 'B' corporate credit rating, on San Francisco-based
Del Monte Foods Inc. remain unchanged.  The increase in total debt
by $40 million from the previously announced transaction does not
materially change the company's credit protection measures.  S&P
understands that the additional debt will reduce the equity
contribution by Del Monte Pacific Limited.

The ratings on Del Monte Foods Inc. reflect S&P's view that the
company has a "weak" business risk profile and a "highly
leveraged" financial risk profile.  S&P estimates DMF's pro forma
leverage will be roughly 7x for the 12 months ended Oct. 31, 2013,
and S&P estimates that the ratio of funds from operations (FFO) to
total adjusted debt will be under 12%, ratios in line with its
"highly leveraged" indicative ratios of over 5x leverage and FFO
to total debt of less than 12%.  Key credit factors considered in
S&P's assessment of the business risk profile include DMF's
leading share positions, strong brand recognition, participation
in slower growth categories with a greater degree of private-label
penetration, exposure to volatile input costs, and limited brand
and geographic diversification.

Standard & Poor's has reviewed its ratings on DMF, which it
labeled as "under criteria observation" (UCO) after the publishing
of its revised Corporate criteria on Nov. 19.  Standard & Poor's
expedited the review of its ratings on DMF because of the
company's announced changes to its debt issue.  With S&P's
criteria review of DMF complete, it has confirmed that its ratings
on this issuer are unaffected by the criteria changes.

RATINGS LIST

Del Monte Foods Inc.
Corporate Credit Rating                       B/Stable/--

Senior Secured
  $710 mil first lien bank loan due 2020       B+
  Recovery Rating                              2

  $260 mil second lien bank loan due 2021      CCC+
  Recovery Rating                              6


DETROIT, MI: Has Paid $23 Million to Consultants Through Oct. 1
---------------------------------------------------------------
Joseph Lichterman, writing for Reuters, reported that Detroit has
paid almost $23 million in fees to lawyers, consultants and
financial advisers through Oct. 1, including nearly $11 million to
law firm Jones Day, which is representing the city in bankruptcy
court, according to figures released by Detroit Emergency Manager
Kevyn Orr's office on Nov. 20.

According to the report, Detroit, which is awaiting a decision
from a federal bankruptcy judge to determine if it is eligible for
bankruptcy protection, has agreed to pay more than $60 million to
more than a dozen firms aiding in its restructuring efforts, Orr's
office said.

Through Oct. 1, the city has paid $4.59 million to Conway
MacKenzie, a Detroit area restructuring firm, and $4.17 million to
accounting firm Ernst & Young, the report related.

Accounting firm Plante Moran was paid $1.5 million through Oct. 1
and investment banking firm Miller Buckfire was paid $1.2 million,
the report said.

The city's contracts could be amended as Detroit's bankruptcy case
moves forward, said Bill Nowling, Orr's spokesman, the report
further related.  Several of Detroit's agreements were previously
amended. Conway MacKenzie was initially slated to be paid $4.2
million but it now will be paid $19.3 million. Jones Day's initial
contract was for $3.35 million, but has since been amended to
$18 million.

                      About Detroit, Michigan

The city of Detroit, Michigan, weighed down by more than
$18 billion in accrued obligations, sought municipal bankruptcy
protection on July 18, 2013, by filing a voluntary Chapter 9
petition (Bankr. E.D. Mich. Case No. 13-53846).  Detroit listed
more than $1 billion in both assets and debts.

Kevyn Orr, who was appointed in March 2013 as Detroit's emergency
manager, signed the petition.  Detroit is represented by
lawyers at Jones Day and Miller Canfield Paddock and Stone PLC.

Michigan Governor Rick Snyder authorized the bankruptcy filing.

The filing makes Detroit the largest American city to seek
bankruptcy, in terms of population and the size of the debts and
liabilities involved.

The city's $18 billion in debt includes $5.85 billion in special
revenue obligations, $6.4 billion in post-employment benefits,
$3.5 billion for underfunded pensions, $1.13 billion on secured
and unsecured general obligations, and $1.43 billion on pension-
related debt, according to a court filing.  Debt service consumes
42.5 percent of revenue.  The city has 100,000 creditors and
20,000 retirees.

Detroit is represented by David G. Heiman, Esq., and Heather
Lennox, Esq., at Jones Day, in Cleveland, Ohio; Bruce Bennett,
Esq., at Jones Day, in Los Angeles, California; and Jonathan S.
Green, Esq., and Stephen S. LaPlante, Esq., at Miller Canfield
Paddock and Stone PLC, in Detroit, Michigan.

Sharon Levine, Esq., at Lowenstein Sandler LLP, is representing
the American Federation of State, County and Municipal Employees
and the International Union.

Babette Ceccotti, Esq., at Cohen, Weiss & Simon LLP, is
representing the United Automobile, Aerospace and Agricultural
Implement Workers of America.

A nine-member official committee of retired workers was appointed
in the case.  The Retirees' Committee is represented by Dentons US
LLP.


DETROIT, MI: Retiree Committee Can Retain BWST as Local Counsel
---------------------------------------------------------------
The U.S. Bankruptcy Court for the Eastern District of Michigan has
granted the Official Committee of Retirees of the City of Detroit,
Michigan permission to retain Brooks Wilkins Sharkey & Turco, PLLC
("BWST") as its local counsel, effective Sept. 3, 2013.

As reported in the TCR on Nov. 4, 2013, Brooks Wilkins will:

   (a) give legal advice with respect to the Retiree Committee's
       powers and duties in the context of this case;

   (b) assist and advise the Retiree Committee in its consultation
       with the Debtor and other regarding the administration of
       this case;

   (c) attend meetings and negotiate with the Debtor's
       representatives and others;

   (d) appear, as appropriate, before the Court, the relevant
       Appellate Courts, and the U.S. Trustee, and to represent
       the interest of the Retiree Committee before said Courts
       and the United States Trustee;

   (e) advise the Retiree Committee in connection with proposals
       and pleadings submitted by the Debtor or other to this
       Court;

   (f) generally prepare on behalf of the Retiree Committee all
       necessary applications, motions, answers, orders, reports,
       and other legal papers in support of positions taken by the
       Retiree Committee;

   (g) assist the Retiree Committee in the review, analysis and
       negotiations of any plan(s) of adjustment that may be filed
       and to assist the Retiree Committee in the review,
       analysis, and negotiation of the disclosure statement
       accompanying any plans of adjustment;

   (h) take all necessary action to protect and preserve the
       interest of retirees represented by the Retiree Committee,
       including to (i) investigate and prosecute actions on the
       Retiree Committee's behalf, (ii) challenge the City's
       eligibility to use Chapter 9 to terminate retirement
       promises, and (iii) conduct negotiations concerning all
       litigation in which the Debtor are involved;

   (i) advise the Retiree Committee on the retention of other
       professionals and experts to assist in the engagement,
       including local counsel;

   (j) retain expert professional assistance and witnesses, as
       necessary; and

   (k) perform all other necessary legal services for the Retiree
       Committee in connection with this Case.

Brooks Wilkins will be paid at these hourly rates:

       Matthew Wilkins           $430
       Paula Hall                $340

Brooks Wilkins has agreed to discount its standard hourly rate by
approximately 10%.

Brooks Wilkins will also be reimbursed for reasonable out-of-
pocket expenses incurred.

Matthew E. Wilkins, member of Brooks Wilkins, assured the Court
that the firm is a "disinterested person" as the term is defined
in Section 101(14) of the Bankruptcy Code and does not represent
any interest adverse to the Debtors and their estates.

                   About City of Detroit, Michigan

The City of Detroit, Michigan, weighed down by more than
$18 billion in accrued obligations, sought municipal bankruptcy
protection on July 18, 2013, by filing a voluntary Chapter 9
petition (Bankr. E.D. Mich. Case No. 13-53846).  Detroit listed
more than $1 billion in both assets and debts.

Kevyn Orr, who was appointed in March 2013 as Detroit's emergency
manager, signed the petition.  Detroit is represented by
lawyers at Jones Day and Miller Canfield Paddock and Stone PLC.

Michigan Governor Rick Snyder authorized the bankruptcy filing.

The filing makes Detroit the largest American city to seek
bankruptcy, in terms of population and the size of the debts and
liabilities involved.

The City's $18 billion in debt includes $5.85 billion in special
revenue obligations, $6.4 billion in post-employment benefits,
$3.5 billion for underfunded pensions, $1.13 billion on secured
and unsecured general obligations, and $1.43 billion on pension-
related debt, according to a court filing.  Debt service consumes
42.5 percent of revenue.  The city has 100,000 creditors and
20,000 retirees.

Detroit is represented by David G. Heiman, Esq., and Heather
Lennox, Esq., at Jones Day, in Cleveland, Ohio; Bruce Bennett,
Esq., at Jones Day, in Los Angeles, California; and Jonathan S.
Green, Esq., and Stephen S. LaPlante, Esq., at Miller Canfield
Paddock and Stone PLC, in Detroit, Michigan.

Sharon Levine, Esq., at Lowenstein Sandler LLP, is representing
the American Federation of State, County and Municipal Employees
and the International Union.

Babette Ceccotti, Esq., at Cohen, Weiss & Simon LLP, is
representing the United Automobile, Aerospace and Agricultural
Implement Workers of America.

A nine-member official committee of retired workers was appointed
in the case.  The Retirees' Committee is represented by Dentons US
LLP.


DETROIT, MI: Retiree Committee Can Retain Dentons as Counsel
------------------------------------------------------------
The U.S. Bankruptcy Court for the Eastern District of Michigan has
granted the Official Committee of Retirees of the City of Detroit,
Michigan permission to retain Dentons US LLP (including the
retention of Dentons' verein affiliated Salans FMC SNR Denton
Europe  LLP) as its counsel, effective as of Aug. 28, 2013.

The Retiree Committee withdrew its request to retain The Segal
Company (Eastern States), Inc., or its affiliates as part of the
Application to resolve the Debtor's Limited Objection, filed
Nov. 5, 2013.

With the Debtor's consent, Dentons will be compensated by the
Debtor in accordance with the Fee Review Order dated Sept. 11,
2013.

A copy of the Fee Review Order is available at:

         http://bankrupt.com/misc/cityofdetroit.doc810.pdf

                   About City of Detroit, Michigan

The City of Detroit, Michigan, weighed down by more than
$18 billion in accrued obligations, sought municipal bankruptcy
protection on July 18, 2013, by filing a voluntary Chapter 9
petition (Bankr. E.D. Mich. Case No. 13-53846).  Detroit listed
more than $1 billion in both assets and debts.

Kevyn Orr, who was appointed in March 2013 as Detroit's emergency
manager, signed the petition.  Detroit is represented by
lawyers at Jones Day and Miller Canfield Paddock and Stone PLC.

Michigan Governor Rick Snyder authorized the bankruptcy filing.

The filing makes Detroit the largest American city to seek
bankruptcy, in terms of population and the size of the debts and
liabilities involved.

The City's $18 billion in debt includes $5.85 billion in special
revenue obligations, $6.4 billion in post-employment benefits,
$3.5 billion for underfunded pensions, $1.13 billion on secured
and unsecured general obligations, and $1.43 billion on pension-
related debt, according to a court filing.  Debt service consumes
42.5 percent of revenue.  The city has 100,000 creditors and
20,000 retirees.

Detroit is represented by David G. Heiman, Esq., and Heather
Lennox, Esq., at Jones Day, in Cleveland, Ohio; Bruce Bennett,
Esq., at Jones Day, in Los Angeles, California; and Jonathan S.
Green, Esq., and Stephen S. LaPlante, Esq., at Miller Canfield
Paddock and Stone PLC, in Detroit, Michigan.

Sharon Levine, Esq., at Lowenstein Sandler LLP, is representing
the American Federation of State, County and Municipal Employees
and the International Union.

Babette Ceccotti, Esq., at Cohen, Weiss & Simon LLP, is
representing the United Automobile, Aerospace and Agricultural
Implement Workers of America.

A nine-member official committee of retired workers was appointed
in the case.  The Retirees' Committee is represented by Dentons US
LLP.


DETROIT, MI: Court Grants in Part Objectors' DIP Discovery Motion
-----------------------------------------------------------------
The U.S. Bankruptcy Court for the Eastern District of Michigan has
granted in part and denied in part the motion of objectors Syncora
Guarantee Inc. and Syncora Capital Assurance Inc., Ambac Assurance
Corporation, Hypothekenbank Frankfurt AG, Hypothekenbank Frankfurt
International S.A., Erste Europaische Pfandbrief-und
Kommunalkreditbank Aktiengesellschaft in Luxemburg S.A., and David
Sole, for leave to conduct limited discovery in connection with
the motion of the City of Detroit, Michigan for a final order (i)
approving post-petition financing, (ii) granting liens and
providing superpriority claim status and (iii) modifying automatic
stay.

The DIP Discovery Motion is granted to the extent the City stated
on the record its agreement to discovery.  The balance of the
motion is denied without prejudice to the moving parties' right to
resubmit its request for additional discovery after the Court
determines the scope of the hearing on the City's motion to incur
debt, entered Nov. 5, 2013.

A copy of the DIP Discovery Motion is available at:

http://bankrupt.com/misc/cityofdetroit.dipdiscoverymotion.pdf

                            DIP Motion

On Nov. 5, 2013, the City requested approval for secured
postpetition financing on a superpriority basis of up to
$350 million from Barclays Capital Inc.

The postpetition financing will be comprised of two series of
secured bonds -- the Swap Termination Bonds, and the Quality of
Life Bonds, each of which will be governed by a Bond Purchase
Agreement.

The Bonds will mature on the earliest to occur of (a) dismissal of
the Bankruptcy Case, (b) the effective date of a confirmed plan of
adjustment for the City, (c) the date on which maturity of the
Bonds are accelerated pursuant to the Financing Documents and (d)
the date that is two years and six months after the Closing Date.

Interest will be 1-month LIBOR plus 250 basis points.  LIBOR at
all times will include statutory reserves and will be deemded to
be not less than 1.005 per annum.  The Interest Payment date will
be each LIBOR reset date, the date of any redemption of the Bonds
(in whole or in part) and the Maturity Date.

A copy of the DIP Motion is available at:

          http://bankrupt.com/misc/cityofdetroit.dipmotion.pdf

                   About City of Detroit, Michigan

The City of Detroit, Michigan, weighed down by more than
$18 billion in accrued obligations, sought municipal bankruptcy
protection on July 18, 2013, by filing a voluntary Chapter 9
petition (Bankr. E.D. Mich. Case No. 13-53846).  Detroit listed
more than $1 billion in both assets and debts.

Kevyn Orr, who was appointed in March 2013 as Detroit's emergency
manager, signed the petition.  Detroit is represented by
lawyers at Jones Day and Miller Canfield Paddock and Stone PLC.

Michigan Governor Rick Snyder authorized the bankruptcy filing.

The filing makes Detroit the largest American city to seek
bankruptcy, in terms of population and the size of the debts and
liabilities involved.

The City's $18 billion in debt includes $5.85 billion in special
revenue obligations, $6.4 billion in post-employment benefits,
$3.5 billion for underfunded pensions, $1.13 billion on secured
and unsecured general obligations, and $1.43 billion on pension-
related debt, according to a court filing.  Debt service consumes
42.5 percent of revenue.  The city has 100,000 creditors and
20,000 retirees.

Detroit is represented by David G. Heiman, Esq., and Heather
Lennox, Esq., at Jones Day, in Cleveland, Ohio; Bruce Bennett,
Esq., at Jones Day, in Los Angeles, California; and Jonathan S.
Green, Esq., and Stephen S. LaPlante, Esq., at Miller Canfield
Paddock and Stone PLC, in Detroit, Michigan.

Sharon Levine, Esq., at Lowenstein Sandler LLP, is representing
the American Federation of State, County and Municipal Employees
and the International Union.

Babette Ceccotti, Esq., at Cohen, Weiss & Simon LLP, is
representing the United Automobile, Aerospace and Agricultural
Implement Workers of America.

A nine-member official committee of retired workers was appointed
in the case.  The Retirees' Committee is represented by Dentons US
LLP.


DEWEY & LEBOEUF: Execs Shouldn't Duck Securities Fraud
------------------------------------------------------
Law360 reported that Aviva Life and Annuity Co. shot back on Nov.
20 at three former Dewey & LeBoeuf LLP executives' bid to dismiss
a lawsuit accusing them of lying about the now-bankrupt firm's
financial predicament when it issued $35 million in senior secured
notes to Aviva, arguing its securities fraud claims are solid.

According to the report, Aviva urged the Iowa federal court to
keep the case alive and reject Steven Davis, Stephen DiCarmine and
Joel Sanders' contention that Aviva signed away its right to sue
over the failed securities.

                       About Dewey & LeBoeuf

Dewey & LeBoeuf LLP sought Chapter 11 bankruptcy (Bankr. S.D.N.Y.
Case No. 12-12321) to complete the wind-down of its operations.
The firm had struggled with high debt and partner defections.
Dewey disclosed debt of $245 million and assets of $193 million in
its chapter 11 filing late evening on May 29, 2012.

Dewey & LeBoeuf LLP operated as a prestigious, New York City-
based, law firm that traced its roots to the 2007 merger of Dewey
Ballantine LLP -- originally founded in 1909 as Root, Clark & Bird
-- and LeBoeuf, Lamb, Green & MacCrae LLP -- originally founded in
1929.  In recent years, more than 1,400 lawyers worked at the firm
in numerous domestic and foreign offices.

At its peak, Dewey employed about 2,000 people with 1,300 lawyers
in 25 offices across the globe.  When it filed for bankruptcy,
only 150 employees were left to complete the wind-down of the
business.

Dewey's offices in Hong Kong and Beijing are being wound down.
The partners of the separate partnership in England are in process
of winding down the business in London and Paris, and
administration proceedings in England were commenced May 28.  All
lawyers in the Madrid and Brussels offices have departed.  Nearly
all of the lawyers and staff of the Frankfurt office have
departed, and the remaining personnel are preparing for the
closure.  The firm's office in Sao Paulo, Brazil, is being
prepared for closure and the liquidation of the firm's local
affiliate.  The partners of the firm in the Johannesburg office,
South Africa, are planning to wind down the practice.

The firm's ownership interest in its practice in Warsaw, Poland,
was sold to the firm of Greenberg Traurig PA on May 11 for
$6 million.  The Pension Benefit Guaranty Corp. took $2 million of
the proceeds as part of a settlement.

Judge Martin Glenn oversees the case.  Albert Togut, Esq., at
Togut, Segal & Segal LLP, represents the Debtor.  Epiq Bankruptcy
Solutions LLC serves as claims and notice agent.  The petition was
signed by Jonathan A. Mitchell, chief restructuring officer.

JPMorgan Chase Bank, N.A., as Revolver Agent on behalf of the
lenders under the Revolver Agreement, hired Kramer Levin Naftalis
& Frankel LLP.  JPMorgan, as Collateral Agent for the Revolver
Lenders and the Noteholders, hired FTI Consulting and Gulf
Atlantic Capital, as financial advisors.  The Noteholders hired
Bingham McCutchen LLP as counsel.

The U.S. Trustee formed two committees -- one to represent
unsecured creditors and the second to represent former Dewey
partners.  The creditors committee hired Brown Rudnick LLP led by
Edward S. Weisfelner, Esq., as counsel.  The Former Partners hired
Tracy L. Klestadt, Esq., and Sean C. Southard, Esq., at Klestadt &
Winters, LLP, as counsel.

FTI Consulting, Inc. was appointed secured lender trustee for the
Secured Lender Trust.  Alan Jacobs of AMJ Advisors LLC, was named
Dewey's liquidation trustee.  Scott E. Ratner, Esq., Frank A.
Oswald, Esq., David A. Paul, Esq., Steven S. Flores, Esq., at
Togut, Segal & Segal LLP, serve as counsel to the Liquidation
Trustee.

Dewey's liquidating Chapter 11 plan was approved by the bankruptcy
court in February 2013 and implemented in March.  The plan created
a trust to collect and distribute remaining assets.  The firm
estimated that midpoint recoveries for secured and unsecured
creditors under the plan would be 58.4 percent and 9.1 percent,
respectively.


DIALOGIC INC: Incurs $851,000 Net Loss in Third Quarter
-------------------------------------------------------
Dialogic Inc. filed with the U.S. Securities and Exchange
Commission its quarterly report on Form 10-Q disclosing a net loss
of $851,000 on $30.20 million of total revenue for the three
months ended Sept. 30, 2013, as compared with net income of
$823,000 on $44.08 million of total revenue for the same period
during the prior year.

For the nine months ended Sept. 30, 2013, the Company reported a
net loss of $16.89 million on $95.07 million of total revenue as
compared with a net loss of $32.36 million on $123.08 million of
total revenue for the same period a year ago.

The Company's balance sheet at Sept. 30, 2013, showed $99.74
million in total assets, $130.29 million in total liabilities and
a $30.54 million total stockholders' deficit.

                         Bankruptcy Warning

"In the event of an acceleration of our obligations under the Term
Loan Agreement or Revolving Credit Agreement and our failure to
pay the amounts that would then become due, the Revolving Credit
Lender or Term Lenders could seek to foreclose on our assets.  As
a result of this, we would likely need to seek protection under
the provisions of the U.S. Bankruptcy Code and/or our affiliates
might be required to seek protection under the provisions of
applicable bankruptcy codes," the Company said the the Quarterly
Report.

A copy of the Form 10-Q is available for free at:

                        http://is.gd/skCps7

                          About Dialogic

Milpitas, Cal.-based Dialogic Inc. provides communications
platforms and technology that enable developers and service
providers to build and deploy innovative applications without
concern for the complexities of the communication medium or
network.

                        Bankruptcy Warning

"If future covenant or other defaults occur under the Term Loan
Agreement or under the Revolving Credit Agreement (the "Revolving
Credit Agreement") with Wells Fargo Foothill Canada ULC (the
"Revolving Credit Lender"), the Company does not anticipate having
sufficient cash and cash equivalents to repay the debt under these
agreements should it be accelerated and would be forced to
restructure these agreements and/or seek alternative sources of
financing.  There can be no assurances that restructuring of the
debt or alternative financing will be available on acceptable
terms or at all.  In the event of an acceleration of the Company's
obligations under the Revolving Credit Agreement or Term Loan
Agreement and the Company's failure to pay the amounts that would
then become due, the Revolving Credit Lender and Term Loan Lenders
could seek to foreclose on the Company's assets, as a result of
which the Company would likely need to seek protection under the
provisions of the U.S. Bankruptcy Code and/or its affiliates might
be required to seek protection under the provisions of applicable
bankruptcy codes," according to the Company's annual report for
the period ended Dec. 31, 2012.


DIOCESE OF GALLUP, NM: Hiring Stelzner as Special Counsel
---------------------------------------------------------
The Diocese of Gallup asked the U.S. Bankruptcy Court for the
District of New Mexico to approve the hiring of Stelzner,
Winter, Warburton, Flores, Sanchez & Dawes P.A. as its special
counsel.

As special counsel, Stelzner will continue to represent the
diocese in pending civil cases in Arizona.  The firm will also
assist in formulating a restructuring plan that can address the
claims asserted in those cases.

Stelzner will be compensated on an hourly basis for professional
services rendered in connection with the civil cases and any
employment matters on which the diocese may consult it.  It will
also receive reimbursement for work-related expenses.

For services related to the civil cases in which fees are not
paid by an insurer, Stelzner will be paid $150 per hour.
Meanwhile, the firm will be paid $135 per hour for employment-
related services.

Robert Warburton, Esq. -- rpw@stelznerlaw.com -- a director at
Stelzner, disclosed in court papers that his firm does not
represent or hold any interest adverse to the diocese or its
estate and is a "disinterested person" as the term is defined in
Section 101(14) of the Bankruptcy Code.

                  About the Diocese of Gallup, NM

The Diocese of Gallup, New Mexico, principally encompasses
American Indian reservations for seven tribes in northwestern New
Mexico and northeastern Arizona. It is the poorest diocese in the
U.S.

There are 38 active priests working in the Diocese and 27
permanent deacons also serve the Diocese along with five
seminarians.  The Diocese and its missions, schools and ministries
employ approximately 50 people, and a significant number of
additional people offer their services as volunteers.

The diocese sought bankruptcy protection under Chapter 11 of the
Bankruptcy Code (Bankr. D. N.M. Case No. 13-13676) on Nov. 12,
2013, in Albuquerque, New Mexico amid suits for sexual abuse
committed by priests.

The bishop previously said bankruptcy will be "the most merciful
and equitable way for the diocese to address its responsibility."

The abuse mostly occurred in the 1950s and early 1960s, the bishop
said.

The petition shows assets and debt both less than $1 million.

The Diocese of Gallup is the ninth Catholic diocese to seek
protection in Chapter 11 bankruptcy.


DIOCESE OF GALLUP, NM: Proposes Keegan as Financial Advisor
-----------------------------------------------------------
The Diocese of Gallup has filed an application seeking court
approval to employ Keegan, Linscott and Kenon, P.C., as its
accountant and financial consultant.

Keegan Linscott will help the diocese analyze its operations
within its bankruptcy case, provide advice concerning its
accounting systems, develop reorganization and liquidation
models, analyze financial alternatives for the diocese, and
assist in developing a restructuring plan.

Both sides have agreed that the firm will charge for its
professional services at these discounted hourly rates:

   Partner/Director         $235
   Manager                  $130
   Supervisor               $125
   Senior                   $100
   Associate                 $60
   Administrative            $35

Keegan Linscott will also be paid for its costs incurred in
providing services to the diocese, according to court papers.

Christopher Linscott, a shareholder of Keegan Linscott, disclosed
in a declaration that the firm neither holds nor represents any
interest adverse to the interest of the diocese's estate or its
creditors and is a "disinterested person" as the term is defined
in Section 101(14) of the Bankruptcy Code.

                  About the Diocese of Gallup, NM

The Diocese of Gallup, New Mexico, principally encompasses
American Indian reservations for seven tribes in northwestern New
Mexico and northeastern Arizona. It is the poorest diocese in the
U.S.

There are 38 active priests working in the Diocese and 27
permanent deacons also serve the Diocese along with five
seminarians.  The Diocese and its missions, schools and ministries
employ approximately 50 people, and a significant number of
additional people offer their services as volunteers.

The diocese sought bankruptcy protection under Chapter 11 of the
Bankruptcy Code (Bankr. D. N.M. Case No. 13-13676) on Nov. 12,
2013, in Albuquerque, New Mexico amid suits for sexual abuse
committed by priests.

The bishop previously said bankruptcy will be "the most merciful
and equitable way for the diocese to address its responsibility."

The abuse mostly occurred in the 1950s and early 1960s, the bishop
said.

The petition shows assets and debt both less than $1 million.

The Diocese of Gallup is the ninth Catholic diocese to seek
protection in Chapter 11 bankruptcy.


DIOCESE OF GALLUP, NM: Sec. 341(a) Meeting Slated for Dec. 19
-------------------------------------------------------------
Ronald Andazola, Assistant U.S. Trustee for Region 20, will hold
a meeting of creditors pursuant to Section 341(a) of the
Bankruptcy Code on December 19, 2013, at 10:00 a.m., in the
bankruptcy case of the Roman Catholic Church of the Diocese of
Gallup, in New Mexico.

The meeting will be held at Judge David Thuma's Courtroom, D.
Chavez Federal Bldg. & US Courthouse, 500 Gold Avenue SW, Room
13012, Albuquerque, New Mexico.

The diocese's representative must be present at the meeting to be
questioned under oath by the trustee and by creditors.  Creditors
are welcome to attend, but are not required to do so.

To increase participation in the Chapter 11 proceeding, Section
1102 of the Bankruptcy Code requires that the U.S. Trustee
appoint a committee of unsecured creditors as soon as
practicable.  The committee ordinarily consists of the persons
willing to serve who hold the seven largest unsecured claims
against the debtor of the kinds represented on the committee.

Section 1103 of the Bankruptcy Code provides that the committee
may consult with the debtor, investigate the debtor and its
business operations and participate in the formulation of a plan
of reorganization.  The committee may also perform other services
as are in the interests of the unsecured creditors whom it
represents.

                  About the Diocese of Gallup, NM

The Diocese of Gallup, New Mexico, principally encompasses
American Indian reservations for seven tribes in northwestern New
Mexico and northeastern Arizona. It is the poorest diocese in the
U.S.

There are 38 active priests working in the Diocese and 27
permanent deacons also serve the Diocese along with five
seminarians.  The Diocese and its missions, schools and ministries
employ approximately 50 people, and a significant number of
additional people offer their services as volunteers.

The diocese sought bankruptcy protection under Chapter 11 of the
Bankruptcy Code (Bankr. D. N.M. Case No. 13-bk-13676) on Nov. 12,
2013, in Albuquerque, New Mexico amid suits for sexual abuse
committed by priests.

The bishop previously said bankruptcy will be "the most merciful
and equitable way for the diocese to address its responsibility."

The abuse mostly occurred in the 1950s and early 1960s, the bishop
said.

The petition shows assets and debt both less than $1 million.

The Diocese of Gallup is the ninth Catholic diocese to seek
protection in Chapter 11 bankruptcy.


DISC HEAT: Suit Over Revocation of Liquor License Dismissed
-----------------------------------------------------------
Bankruptcy Judge Robert E. Nugent granted the request of the state
of Kansas to dismiss an adversary proceeding commenced by Disc
Heat LLC to enjoin the state from revoking its liquor license.

Disc Heat operates the Suede piano bar and lounge in downtown
Wichita.  According to the State, when Disc Heat renewed its
license in 2009 and again in 2010, it acted as the agent of Edem
Banda, its principal.  The State contends it cannot issue a liquor
license to anyone who intends to carry on the business "as agent
of another."  The State also contends that at both times, another
person owned 100% of the LLC, and that Disc Heat did not disclose
that ownership interest.  When the State discovered this, it
revoked Disc Heat's license.  Disc Heat pursued an administrative
appeal of the revocation and, when that failed, sought state court
judicial review.

While that review was pending, Disc Heat filed for chapter 11 and
commenced an adversary proceeding, seeking the Court's order
enjoining the revocation under 11 U.S.C. Sec. 105(a), even though
a governmental entity's exercise of its police powers is expressly
excepted from the automatic stay by Sec. 362(b)(4).  The State
moved to dismiss Disc Heat's adversary proceeding, alleging a
spectrum of grounds ranging from failure to sue the appropriate
entity to Eleventh Amendment sovereign immunity  Disc Heat failed
to respond to the motion.

Disc Heat asserts that its retention of the license is necessary
to its effective reorganization and that the bankruptcy court has
power to facilitate that retention even though police power
actions by the State are clearly excepted from the Sec. 362 stay.

According to Judge Nugent, assuming that a federal court can ever
have jurisdiction to thwart the state law regulatory process as
Disc Heat asks in its complaint, the debtor should at least sue
the proper party.  The sole named defendant in this case is the
"Kansas Department of Revenue, Alcoholic Beverage Control."  The
KDR is a subordinate government agency that cannot sue or be sued
by itself -- nothing in the statutes grants it that capacity.
Like any other subordinate state agency, it may only be sued in
conjunction with the State of Kansas.  Likewise, there is no
statutory authority granting the ABC, a division of the KDR, the
capacity to sue and be sued.  Thus, Disc Heat has failed to
properly invoke such jurisdiction as this Court may have. That
alone is grounds for dismissal.

Even if Disc Heat had sued the proper party or parties, the relief
it seeks is simply not available here, according to Judge Nugent.
Contrary to its Disc Heat's legal claims, a Kansas liquor license
is not a property interest.  Nor can a license be encumbered or
transferred. Only upon a court order can a liquor license descend
under the probate laws.

The case is, DISC HEAT, LLC, Plaintiff, v. KANSAS DEPARTMENT OF
REVENUE, ALCOHOLIC BEVERAGE CONTROL, Defendant, Adv. Proc. No.
13-5069 (Bankr. D. Kan.).

A copy of the Court's Nov. 18, 2013 Order is available at
http://is.gd/yiwy6xfrom Leagle.com.

Disc Heat LLC, aka dba Suede, filed for Chapter 11 bankruptcy
(Bankr. D. Kans. Case No. 13-10568) on March 20, 2013, estimating
under $1 million in both assets and debts.  A copy of the petition
is available at http://bankrupt.com/misc/ksb13-10568.pdf The
Debtor is represented by Nicholas R Grillot, Esq., at Redmond &
Nazar, LLP.


EARL GAUDIO: Has Until Jan. 17 to Decide on Unexpired Leases
------------------------------------------------------------
The Hon. Gerald D. Fines of the U.S. Bankruptcy Court for the
Central District of Illinois extended until Jan. 17, 2014, Earl
Gaudio & Son, Inc.'s deadline to assume or reject unexpired leases
of these non-residential real property:

   Property                     Location            Lessor
   --------                     --------            ------
2830 N. Vermillion        Danville, Illinois     Shanell, Inc.
1717 W. Kirby Avenue      Champaign, Illinois    Liagridonis, Inc.

                  About Earl Gaudio & Son, Inc.

Earl Gaudio & Son, Inc., filed a Chapter 11 petition (Bankr. C.D.
Ill. Case No. 13-90942) on July 19, 2013.  The petition was signed
by Angela E. Major Hart, as authorized signer of First Midwest
Bank, custodian.  Judge Gerald D. Fines presides over the case.
The Debtor disclosed $11,849,187 in assets and $8,489,291 in
liabilities as of the Chapter 11 filing.  John David Burke, Esq.,
and Ben T. Caughey, Esq., at Ice Miller, LLP, serve as the
Debtor's counsel.

The U.S. Trustee appointed five creditors to serve in the Official
Committee of Unsecured Creditors.  The Committee retained Evans,
Forehlich, Beth & Chamley as its local counsel, and Rubin & Levin,
P.C., as its counsel.


EAU TECHNOLOGIES: Delays Form 10-Q for Third Quarter
----------------------------------------------------
EAU Technologies, Inc., was unable to file its quarterly report on
Form 10-Q for the period ended Sept. 30, 2013, within the
prescribed time period without unreasonable effort or expense.
The compilation, dissemination and review of the information
required to be presented in the Sept. 30, 2013, Form 10-Q has
imposed time constraints that have rendered timely filing of the
Form 10-Q impracticable without undue hardship and expense to the
Company.

The Company is still in the process of compiling the necessary
information to complete the Form 10-Q and of obtaining the review
of the financial statements by the Company's Auditors and Audit
Committee by the filing deadline.

The Company expects to file the Form 10-Q on or before Tuesday,
Nov. 19, 2013, in full compliance with the rules of the SEC.

                       About EAU Technologies

Kennesaw, Ga.-base EAU Technologies, Inc., is in the business of
developing, manufacturing and marketing equipment that uses water
electrolysis to create non-toxic cleaning and disinfecting fluids
for food safety applications as well as dairy drinking water.

EAU Technologies reported a net loss of $2.03 million for the year
ended Dec. 31, 2012, as compared with a net loss of $3.04 million
during the prior year.  The Company's balance sheet at June 30,
2013, showed $1.55 million in total assets, $8.51 million in total
liabilities and a $6.95 million total stockholders' deficit.

HJ & Associates, LLC, in Salt Lake City, Utah, issued a "going
concern" qualification on the consolidated financial statements
for the year ended Dec. 31, 2012.  The independent auditors noted
that Company has a working capital deficit, a deficit in
stockholders' equity and has sustained recurring losses from
operations which raise substantial doubt about the Company's
ability to continue as a going concern.


EDISON MISSION: Illinois Pollution Control Board Case May Proceed
-----------------------------------------------------------------
In the Chapter 11 case of Edison Mission Energy, et al.,
Bankruptcy Judge Jacqueline P. Cox ruled that the police power
exception does not apply, as the Sierra Club is not a
"governmental unit" as defined by Section 362(b)(4) of Bankruptcy
Code.  The Court also held that cause exists to lift the stay as
to the pending Illinois Pollution Control Board Proceeding
pursuant to Section 362(d)(1).  At this time, the Sierra Club is
prohibited from seeking to enforce any monetary penalty that may
be awarded pursuant to 415 ILCS 5/42 or otherwise.

The Sierra Club is the nation's oldest and largest grassroots
environmental organization. It has approximately 641,000 members,
including approximately 23,000 members in Illinois.

On Oct. 4, 2013, the Sierra Club filed the Motion seeking entry of
an order either confirming that the automatic stay is not in
effect due to Section 362(b)(4)'s police power exception, or, in
the alternative, granting relief from the automatic stay to
continue a regulatory action pending against Midwest Generation,
LLC before the Illinois Pollution Control Board.  The Sierra Club
initiated the IPCB Proceeding on Dec. 15, 2012 by filing a
complaint against MWG pursuant, in part, to a provision of the
Illinois Environmental Protection Act that prohibits the discharge
or emission of "contaminants" that would cause or tend to cause
air pollution.

A copy of the Court's Nov. 19, 2013 Amended Memorandum Opinion is
available at http://is.gd/j8dhybfrom Leagle.com.

                       About Edison Mission

Santa Ana, California-based Edison Mission Energy is a holding
company whose subsidiaries and affiliates are engaged in the
business of developing, acquiring, owning or leasing, operating
and selling energy and capacity from independent power production
facilities.  EME also engages in hedging and energy trading
activities in power markets through its subsidiary Edison Mission
Marketing & Trading, Inc.

EME was formed in 1986 and is an indirect subsidiary of Edison
International.  Edison International also owns Southern California
Edison Company, one of the largest electric utilities in the
United States.

EME and its affiliates sought Chapter 11 protection (Bankr. N.D.
Ill. Lead Case No. 12-49219) on Dec. 17, 2012.

EME has reached an agreement with the holders of a majority of
EME's $3.7 billion of outstanding public indebtedness and its
parent company, Edison International EIX, that, pursuant to a plan
of reorganization and pending court approval, would transition
Edison International's equity interest to EME's creditors, retire
existing public debt and enhance EME's access to liquidity.

The Company's balance sheet at Sept. 30, 2012, showed
$8.17 billion in total assets, $6.68 billion in total liabilities
and $1.48 billion in total equity.

In its schedules, Edison Mission Energy disclosed total assets of
assets of $5,721,559,170 and total liabilities of $6,202,215,094
as of the Petition Date.

The Debtors other than Camino Energy Company are represented by
David R. Seligman, Esq., at Kirkland & Ellis LLP; and James H.M.
Sprayragen, Esq., at Kirkland & Ellis LLP.  Counsel to Debtor
Camino Energy Company is David A. Agay, Esq., at McDonald Hopkins
LLC.

Perella Weinberg Partners is acting as the Debtors' financial
advisor and McKinsey & Company Recovery and Transformation
Services is acting as restructuring advisor.  GCG, Inc., is the
claims and notice agent.

An official committee of unsecured creditors has been appointed in
the case and is represented by Ira S. Dizengoff, Esq., Stephen M.
Baldini, Esq., Arik Preis, Esq., and Robert J. Boller, Esq., at
Akin Gump Strauss Hauer & Feld LLP in New York; James Savin, Esq.,
and Kevin M. Eide, Esq., at Akin Gump Strauss Hauer & Feld LLP in
Washington, DC; and David M. Neff, Esq., and Brian Audette, Esq.,
at Perkins Coie LLP.  The Committee also has tapped Blackstone
Advisory Partners as investment banker and FTI Consulting as
financial advisor.

EME said it doesn't plan to emerge from Chapter 11 until
December 2014 to receive benefits from a tax-sharing agreement
with parent Edison International Inc.

In November 2013, Edison Mission Energy filed a reorganization
plan to carry out a sale of its business to NRG Energy Inc.  NRG,
based in Princeton, New Jersey, will pay $2.64 billion, including
$2.29 in cash billion and $350 million in stock.  The plan calls
for secured creditors and unsecured creditors of the operating
companies to be paid in full.  Unsecured creditors of Santa Ana,
California-based EME will split what remains of the purchase price
and the NRG stock.  EME's subordinated creditors receive nothing
under the plan.  The hearing to approve the disclosure statement
will take place Dec. 18.


EMANUEL MEDICAL: S&P Lowers Rating on 2007A & 2007B Certs to 'BB+'
------------------------------------------------------------------
Standard & Poor's Ratings Services lowered its long-term rating to
'BB+' from 'BBB-' on Turlock, Calif.'s series 2007A and 2007B
health facility certificates of participation (COPs) and series
2004A COPs, all issued for Emanuel Medical Center (EMC).  The
outlook is stable.

"The downgrade reflects our view of EMC's weaker operating
performance since our previous review, including sizable losses
from operations for audited fiscal year 2013 and through the eight
months ended Sept. 30, 2013," said Standard & Poor's credit
analyst Kenneth Gacka.

The principal factor impacting EMC's operating performance has
been the anticipated expiration of a contract with Kaiser
Permanente in March 2013, which, in prior years, had provided EMC
with substantial minimum obligation payments.  Also, EMC's service
area remains challenged by a stagnant economy, contributing to
heightened bad debt and charity care.  As a result of the
operating losses, EMC's maximum annual debt service (MADS)
coverage has been less than 2x in the last audit and through the
interim period.  In S&P's opinion, EMC's operating challenges and
strained MADS coverage contribute to its assessment that its
financial profile is more in line with a speculative-grade rating
despite EMC's healthy and improved unrestricted reserve measures.


EWGS INTERMEDIARY: Auction Plan OK'd After Stalking Horse Bails
---------------------------------------------------------------
Law360 reported that a Delaware bankruptcy judge on Nov. 20 gave
the nod to an auction to sell private equity-owned retailer Edwin
Watts Golf Shops LLC without a stalking horse bidder after the
debtor said its plan for a joint venture to set the auction floor
at a minimum of $45 million fell apart.

According to the report, during a hearing in Wilmington, U.S.
Bankruptcy Judge Mary F. Walrath said she would allow the debtors
to proceed with plans to conduct a so-called blind auction on
Dec. 3.

                     About EWGS Intermediary

EWGS Intermediary and Edwin Watts Golf Shops, which operate as an
integrated, multi-channel retailer, offering brand name golf
equipment, apparel and accessories, filed for Chapter 11
protection (Bankr. D. Del. Lead Case No. 13-12876).  They are
represented by Domenic E. Pacitti, Esq., and Michael W. Yurkewicz,
Esq., at Klehr Harrison Harvey Branzburg LLP, in Wilmington,
Delaware.  The Debtors tapped Bayshore Partners LLC as their
investment banker, FTI Consulting, LLC, as their financial
advisors, and Epiq Bankruptcy Solutions, LLC, as claims and
noticing agent.  The Company indicates total assets greater than
$100 million on its Chapter 11 petition.


FITNESS UNLIMITED: Case Summary & 8 Unsecured Creditors
-------------------------------------------------------
Debtor: Fitness Unlimited Health Club, Inc.
        4734 Southland Lane
        Benton, AR 72019

Case No.: 13-16393

Chapter 11 Petition Date: November 20, 2013

Court: United States Bankruptcy Court
       Eastern District of Arkansas (Little Rock)

Judge: Hon. Richard D. Taylor

Debtor's Counsel: O. C. Rusty Sparks, Esq.
                  O.C. "RUSTY" SPARKS, P.A.
                  620 West Third Street, Suite 100
                  Little Rock, AR 72201
                  Tel: (501)376-0550, ext. 112
                  Fax: (501)421-0212
                  Email: rustysparkslaw@gmail.com

Total Assets: $7.03 million

Total Liabilities: $2.40 million

The petition was signed by Vincent B. Pigue, vice president.

A list of the Debtor's eight largest unsecured creditors is
available for free at http://bankrupt.com/misc/areb13-16393.pdf


FNBH BANCORP: Reports $237,000 Net Income in Third Quarter
----------------------------------------------------------
FNBH Bancorp, Inc., filed with the U.S. Securities and Exchange
Commission its quarterly report on Form 10-Q disclosing net income
of $237,000 on $2.62 million of total interest and dividend income
for the three months ended Sept. 30, 2013, as compared with net
income of $118,000 on $2.71 million of total interest and dividend
income for the same period during the prior year.

For the nine months ended Sept. 30, 2013, the Company reported net
income of $2.94 million on $7.94 million of total interest and
dividend income as compared with net income of $75,000 on $8.43
million of total interest and dividend income for the same period
a year ago.

The Company's balance sheet at Sept. 30, 2013, showed
$301.79 million in total assets, $292.65 million in total
liabilities and $9.14 million in total shareholders' equity.

A copy of the Form 10-Q is available for free at:

                        http://is.gd/kebWau

                         About FNBH Bancorp

Howell, Michigan-based FNBH Bancorp, Inc., is a one-bank holding
company, which owns all of the outstanding capital stock of First
National Bank in Howell.  The Bank was originally organized in
1934 as a national banking association.  As of Dec. 31, 2011, the
Bank had approximately 85 full-time and part-time employees.  The
Bank serves primarily five communities, Howell, Brighton, Green
Oak Township, Hartland, and Fowlerville, all of which are located
in Livingston County.

FNBH disclosed net income of $329,000 in 2012, as compared with a
net loss of $3.57 million in 2011.

BDO USA, LLP, in Grand Rapids, Michigan, issued a "going concern"
qualification on the consolidated financial statements for the
year ended Dec. 31, 2012.

"The Corporation's subsidiary bank ("Bank") is significantly
undercapitalized under regulatory capital guidelines and, during
2009, the Bank entered into a consent order regulatory enforcement
action ("consent order") with its primary regulator, the Office of
the Comptroller of the Currency.  The consent order requires
management to take a number of actions, including, among other
things, increasing and maintaining its capital levels at amounts
in excess of the Bank's current capital levels.  As discussed in
Note 20, the Bank has not yet met the higher capital requirements
and is therefore not in compliance with the consent order.  As a
result of the uncertain potential impact of future regulatory
actions, circumstances exist that raise substantial doubt about
the Corporation's ability to continue as a going concern."


FOUR MILE TREE: Case Summary & 5 Unsecured Creditors
----------------------------------------------------
Debtor: Four Mile Tree, LLC
        108 Peoples Street T-Head
        Corpus Christi, TX 78401

Case No.: 13-20560

Chapter 11 Petition Date: November 20, 2013

Court: United States Bankruptcy Court
       Southern District of Texas (Corpus Christi)

Judge: Hon. Richard S. Schmidt

Debtor's Counsel: Shelby A Jordan, Esq.
                  JORDAN HYDEN WOMBLE CULBRETH & HOLZE, PC
                  500 N Shoreline, Ste 900 N
                  Corpus Christi, TX 78401
                  Tel: 361-884-5678
                  Fax: 361-888-5555
                  Email: ecf@jhwclaw.com

Total Assets: $3.14 million

Total Liabilities: $2.96 million

The petition was signed by Lynn Cates, chief financial officer.

A list of the Debtor's five largest unsecured creditors is
available for free at http://bankrupt.com/misc/txsb13-20560.pdf


FOUR OAKS: Files Form 10-Q, Posts $79,000 Net Income in Q3
----------------------------------------------------------
Four Oaks Fincorp, Inc., filed with the U.S. Securities and
Exchange Commission its quarterly report on Form 10-Q disclosing
net income of $79,000 on $7.51 million of total interest and
dividend income for the three months ended Sept. 30, 2013, as
compared with a net loss of $2.16 million on $8.30 million of
total interest and dividend income for the same period during the
prior year.

For the nine months ended Sept. 30, 2013, the Company reported net
income of $52,000 on $22.28 million of total interest and dividend
income as compared with a net loss of $1.58 million on $26.04
million of total interest and dividend income for the same period
a year ago.

The Company's balance sheet at Sept. 30, 2013, showed
$811.56 million in total assets, $789.31 million in total
liabilities and $22.24 million in total shareholders' equity.

A copy of the Form 10-Q is available for free at:

                        http://is.gd/LLO794

                           About Four Oaks

Based in Four Oaks, North Carolina, Four Oaks Fincorp, Inc., is
the bank holding company for Four Oaks Bank & Trust Company.  The
Company has no significant assets other than cash, the capital
stock of the bank and its membership interest in Four Oaks
Mortgage Services, L.L.C., as well as $1,241,000 in securities
available for sale as of Dec. 31, 2011.

Four Oaks disclosed a net loss of $6.96 million in 2012, as
compared with a net loss of $9.09 million in 2011.  The Company's
balance sheet at March 31, 2013, showed $803.44 million in total
assets, $780.69 million in total liabilities and $22.74 million in
total shareholders' equity.

"The Company and the Bank entered into a formal written agreement
(the "Written Agreement") with the Federal Reserve Bank of
Richmond ("FRB") and the North Carolina Office of the Commissioner
of Banks ("NCCOB") that imposes certain restrictions on the
Company and the Bank, as described in Notes H - Trust Preferred
Securities and Note K - Regulatory Restrictions.  A material
failure to comply with the Written Agreement's terms could subject
the Company to additional regulatory actions and further
restrictions on its business, which may have a material adverse
effect on the Company's future results of operations and financial
condition.

"In order for the Company and the Bank to maintain its well
capitalized position under federal banking agencies' guidelines,
management believes that the Company may need to raise additional
capital to absorb the potential future credit losses associated
with the disposition of its nonperforming assets.  Management is
in the process of evaluating various alternatives to increase
tangible common equity and regulatory capital through the issuance
of additional equity.  The Company is also working to reduce its
balance sheet to improve capital ratios and is actively evaluating
a number of capital sources, asset reductions and other balance
sheet management strategies to ensure that the projected level of
regulatory capital can support its balance sheet long-term.  There
can be no assurance as to whether these efforts will be
successful, either on a short-term or long-term basis.  Should
these efforts be unsuccessful, the Company may be unable to
discharge its liabilities in the normal course of business.  There
can be no assurance that the Company will be successful in any
efforts to raise additional capital during 2013," according to the
Company's annual report for the period ended Dec. 31, 2012.


FRESH & EASY: Creditors' Panel Hires FTI Consulting as Advisor
--------------------------------------------------------------
The Official Committee of Unsecured Creditors of Fresh & Easy
Neighborhood Market Inc. and its debtor-affiliates seeks
authorization from the Hon. Kevin J. Carey of the U.S. Bankruptcy
Court for the District of Delaware to retain FTI Consulting, Inc.
as financial advisor to the Committee, nunc pro tunc to Oct. 11,
2013.

The Committee requires FTI Consulting to:

   (a) assist in the review of financial related disclosures
       required by the Court, including the Schedules of Assets
       and Liabilities, the Statement of Financial Affairs and
       Monthly Operating Reports;

   (b) assist with the assessment and monitoring of the Debtors'
       short term cash flow, liquidity, and operating results;

   (c) assist with the review of the Debtors' analysis of core
       business assets and the potential disposition or
       liquidation of assets;

   (d) assist with the review of the Debtor' cost/benefit analysis
       with respect to the affirmation or rejection of various
       executory contracts and leases;

   (e) assist in the review and monitoring of the asset sale
       process, including, but not limited to an assessment of the
       adequacy of the marketing process, completeness of any
       buyer lists, review and quantifications of any bids;

   (f) assist with review of any tax issues associated with, but
       not limited to, claims/stock trading, preservation of net
       operating losses, refunds due to the Debtors, plans of
       reorganization, and asset sales;

   (g) assist in the review of the claims reconciliation and
       estimation process;

   (h) assist in the review of other financial information
       prepared by the Debtors, including, but not limited to,
       cash flow projections and budgets, business plans, cash
       receipts and disbursement analysis, asset and liability
       analysis, and the economic analysis of proposed
       transactions for which Court approval is sought;

   (i) attend at meetings and assist in discussions with the
       Debtors, potential investors, banks, other lenders, the
       Committee and any other official committees organized in
       these Chapter 11 proceedings, the U.S. Trustee, other
       parties in interest and professionals hired by the same, as
       requested;

   (j) assist in the review and preparation of information and
       analysis necessary for the confirmation of a plan and
       related disclosure statement in these Chapter 11
       proceedings;

   (k) assist in the evaluation and analysis of avoidance actions,
       including fraudulent conveyances and preferential
       transfers;

   (l) assist in the evaluation of potential claims for
       recharacterization of debt to equity, equitable
       subordination and substantive consolidation of the Debtors;

   (m) assist in the prosecution of Committee responses/objections
       to the Debtors' motions, including attendance at
       depositions and provision of expert reports/testimony on
       case issues as required by the Committee; and

   (n) render other general business consultation or other
       assistance as the Committee or its counsel may deem
       necessary that are consistent with the role of a financial
       advisor and not duplicative of services provided by other
       professionals in this proceeding.

FTI Consulting will be paid these hourly rates:

       Senior Managing Directors          $780-$895
       Directors/Managing Directors       $570-$755
       Consultants/Senior Consultants     $290-$540
       Administrative/Paraprofessionals/
       Associates                         $120-$250

FTI Consulting will also be reimbursed for reasonable out-of-
pocket expenses incurred.

FTI Consulting was owed $67,323 in fees and expenses as of the
Petition Date related to work it was doing for Fresh & Easy
regarding a class action litigation.  Subsequent to the filing FTI
Consulting received a payment from the outside counsel it was
retained through in the amount of $5,240, leaving a balance owed
of $62,083.  FTI Consulting will waive the $62,083 in fees and
expenses it is owed and refund the $5,240 it received post-
petition and not seek payment on account of this work if this
application is approved by the Court.  FTI Consulting is not and
will not perform additional services related to this engagement.

Steven D. Simms, senior managing director with FTI Consulting,
assured the Court that the firm is a "disinterested person" as the
term is defined in Section 101(14) of the Bankruptcy Code and does
not represent any interest adverse to the Debtors and their
estates.

The Court for the District of Delaware will hold a hearing on the
engagement on Dec. 16, 2013, at 1:00 p.m.  Objections, if any, are
due Nov. 21, 2013, at 4:00 p.m.

FTI Consulting can be reached at:

       Steven D. Simms
       FTI CONSULTING, INC.
       Three Times Square, 11th Floor
       New York, NY 10036
       Tel: 212-247-1010
       Fax: 212-841-9350
       E-mail: steven.simms@fticonsulting.com

                       About Fresh & Easy

Fresh & Easy Neighborhood Market Inc., and its affiliate filed
Chapter 11 petitions (Bankr. D. Del. Case Nos. 13-12569 and
13-12570) on Sept. 30, 2013.  The petitions were signed by James
Dibbo, chief financial officer.  Judge Kevin J. Carey presides
over the case.

Fresh & Easy owes $738 million to Cheshunt, England-based Tesco,
the U.K.'s biggest retailer. Fresh & Easy never made a profit and
lost an average of $22 million a month in the 12 months ended in
February, according to court papers.

Jones Day serves as lead bankruptcy counsel.  Richards, Layton &
Finger, P.A., serves as local Delaware counsel.  Alvarez & Marsal
North America, LLC, serves as financial advisors, and Alvarez &
Marsal Securities, LLC, serves as investment banker.  Prime Clerk
LLC acts as the Debtors' claims and noticing agent.  Gordon
Brothers Group, LLC, and Tiger Capital Group, LLC, serves as the
Debtors' consultant. The Debtors estimated assets of at least $100
million and liabilities of at least $500 million.

Roberta A. DeAngelis, U.S. Trustee for Region 3, appointed five
creditors to serve in the Official Committee of Unsecured
Creditors in the Chapter 11 cases of Fresh & Easy Neighborhood
Market Inc., et al.


FRESH & EASY: Creditors' Panel Hires Pachulski Stang as Counsel
---------------------------------------------------------------
The Official Committee of Unsecured Creditors of Fresh & Easy
Neighborhood Market Inc. and its debtor-affiliates seeks
authorization from the Hon. Kevin J. Carey of the U.S. Bankruptcy
Court for the District of Delaware to retain Pachulski Stang Ziehi
& Jones LLP as counsel to the Committee, nunc pro tunc to
Oct. 9, 2013.

The Committee requires Pachulski Stang to:

   (a) assist, advise and represent the Committee in its
       consultations with the Debtors regarding the administration
       of these Cases;

   (b) assist, advise and represent the Committee with respect to
       the Debtors' retention of professionals and advisors with
       respect to the Debtors' business and these Cases;

   (c) assist, advise and represent the Committee in analyzing
       the Debtors' assets and liabilities, investigating the
       extent and validity of liens and participating in and
       reviewing any proposed asset sales, any asset dispositions,
       financing arrangements and cash collateral stipulations or
       proceedings;

   (d) assist, advise and represent the Committee in any manner
       relevant to reviewing and determining the Debtors' rights
       and obligations under leases and other executory contracts;

   (e) assist, advise and represent the Committee in investigating
       the acts, conduct, assets, liabilities and financial
       condition of the Debtors, the Debtors' operations and the
       desirability of the continuance of any portion of those
       operations, and any other matters relevant to the Cases or
       to the formulation of a plan;

   (f) assist, advise and represent the Committee in connection
       with any sale of the Debtors' assets;

   (g) assist, advise and represent the Committee in its
       participation in the negotiation, formulation, or objection
       to any plan of liquidation or reorganization;

   (h) assist, advise and represent the Committee in understanding
       its powers and its duties under the Bankruptcy Code and the
       Bankruptcy Rules and in performing other services as are
       in the interests of those represented by the Committee;

   (i) assist, advise and represent the Committee in the
       evaluation of claims and on any litigation matters,
       including avoidance actions; and

   (j) providing such other services to the Committee as may be
       necessary in these Cases.

Pachulski Stang will be paid these hourly rates:

       Jeffrey N. Pomerantz               $850
       Bradford J. Sandier                $750
       Shirley S. Cho                     $695
       Peter J. Keane                     $425
       Beth Dassa                         $295

Pachulski Stang will also be reimbursed for reasonable out-of-
pocket expenses incurred.

Bradford J. Sandler, partner of Pachulski Stang, assured the Court
that the firm is a "disinterested person" as the term is defined
in Section 101(14) of the Bankruptcy Code and does not represent
any interest adverse to the Debtors and their estates.

The Court for the District of Delaware will hold a hearing on the
engagement on Dec. 16, 2013, at 1:00 p.m.  Objections, if any,
were due Nov. 19, 2013, at 4:00 p.m.

FTI Consulting can be reached at:

       Bradford J. Sandler, Esq.
       PACHULSKI STANG ZIEHI & JONES LLP
       919 North Market Street, 17th Floor
       Wilmington, DE 19801
       Tel: (302) 652-4100
       Fax: (302) 652-4400
       E-mail: bsandler@pszjlaw.com

                       About Fresh & Easy

Fresh & Easy Neighborhood Market Inc., and its affiliate filed
Chapter 11 petitions (Bankr. D. Del. Case Nos. 13-12569 and
13-12570) on Sept. 30, 2013.  The petitions were signed by James
Dibbo, chief financial officer.  Judge Kevin J. Carey presides
over the case.

Fresh & Easy owes $738 million to Cheshunt, England-based Tesco,
the U.K.'s biggest retailer. Fresh & Easy never made a profit and
lost an average of $22 million a month in the 12 months ended in
February, according to court papers.

Jones Day serves as lead bankruptcy counsel.  Richards, Layton &
Finger, P.A., serves as local Delaware counsel.  Alvarez & Marsal
North America, LLC, serves as financial advisors, and Alvarez &
Marsal Securities, LLC, serves as investment banker.  Prime Clerk
LLC acts as the Debtors' claims and noticing agent.  Gordon
Brothers Group, LLC, and Tiger Capital Group, LLC, serves as the
Debtors' consultant. The Debtors estimated assets of at least $100
million and liabilities of at least $500 million.

Roberta A. DeAngelis, U.S. Trustee for Region 3, appointed five
creditors to serve in the Official Committee of Unsecured
Creditors in the Chapter 11 cases of Fresh & Easy Neighborhood
Market Inc., et al.


FURNITURE BRANDS: Notice of Cancellation Filed
----------------------------------------------
BankruptcyData reported that Furniture Brands International filed
with the U.S. Bankruptcy Court a notice stating that no other
qualified bids were received by the November 20, 2013 bid
deadline.

As a result, and pursuant to the Court-approved bid procedures,
the previously-scheduled auction for the sale of substantially all
Debtor assets has been cancelled.  The Company named KPS Capital
Partners as successful stalking horse bidder.

As previously reported, on Oct. 1, 2013, "KPS received approval to
replace Oaktree's stalking horse bid with its own bid of
$280 million, an increase of more than $100 million."

Samson Holding, which owns 764,269 shares, or 9.5% of the
Company's stock, announced on November 20, 2013 that it no longer
intended to bid, citing -- among other reasons -- acceleration of
the bid deadline from December 5, 2013 to November 20, 2013.

The Court previously scheduled a Nov. 22, 2013 sale hearing.

                      About Furniture Brands

Furniture Brands International (NYSE:FBN) --
http://www.furniturebrands.com-- engages in the designing,
manufacturing, sourcing and retailing home furnishings. Furniture
Brands markets products through a wide range of channels,
including company owned Thomasville retail stores and through
interior designers, multi-line/ independent retailers and mass
merchant stores.  Furniture Brands serves its customers through
some of the best known and most respected brands in the furniture
industry, including Thomasville, Broyhill, Lane, Drexel Heritage,
Henredon, Pearson, Hickory Chair, Lane Venture, Maitland-Smith and
LaBarge.

On Sept. 9, 2013, Furniture Brands International, Inc. and 18
affiliated companies sought Chapter 11 protection (Bankr. D. Del.
Lead Case No. 13-12329).

Attorneys at Paul Hastings LLP and Young Conaway Stargatt &
Taylor, LLP, serve as counsel to the Debtors.  Alvarez and Marsal
North America, LLC, is the restructuring advisors.  Miller
Buckfire & Co., LLC is the investment Banker.  Epiq Systems Inc.
dba Epiq Bankruptcy Solutions is the claims and notice agent.

Furniture Brands' balance sheet at June 29, 2013, showed $546.73
million in total assets against $550.13 million in total
liabilities.

The company has an official creditor's committee with seven
members.  The creditors' panel includes the Pension Benefit
Guaranty Corp., Milberg Factors Inc. and five suppliers.  The
Creditors' Committee tapped Blank Rome LLP as counsel, Hahn &
Hessen LLP as counsel, BDO Consulting as financial advisor, and
Houlihan Lokey Capital, Inc., as investment banker.


FURNITURE BRANDS: U.S. Regulators to Take Over Pensions
-------------------------------------------------------
Patrick Fitzgerald, writing for Daily Bankruptcy Review, reported
that U.S. regulators are moving to take over the pension plan of
Furniture Brands International Inc., one of the nation's largest
furniture manufacturers, as the bankrupt company prepares to sell
its business to buyout firm KPS Capital Partners LP.

                    About Furniture Brands

Furniture Brands International (NYSE:FBN) --
http://www.furniturebrands.com-- engages in the designing,
manufacturing, sourcing and retailing home furnishings. Furniture
Brands markets products through a wide range of channels,
including company owned Thomasville retail stores and through
interior designers, multi-line/ independent retailers and mass
merchant stores.  Furniture Brands serves its customers through
some of the best known and most respected brands in the furniture
industry, including Thomasville, Broyhill, Lane, Drexel Heritage,
Henredon, Pearson, Hickory Chair, Lane Venture, Maitland-Smith and
LaBarge.

On Sept. 9, 2013, Furniture Brands International, Inc. and 18
affiliated companies sought Chapter 11 protection (Bankr. D. Del.
Lead Case No. 13-12329).

Attorneys at Paul Hastings LLP and Young Conaway Stargatt &
Taylor, LLP, serve as counsel to the Debtors.  Alvarez and Marsal
North America, LLC, is the restructuring advisors.  Miller
Buckfire & Co., LLC is the investment Banker.  Epiq Systems Inc.
dba Epiq Bankruptcy Solutions is the claims and notice agent.

Furniture Brands' balance sheet at June 29, 2013, showed $546.73
million in total assets against $550.13 million in total
liabilities.

The company has an official creditor's committee with seven
members.  The creditors' panel includes the Pension Benefit
Guaranty Corp., Milberg Factors Inc. and five suppliers.  The
Creditors' Committee tapped Blank Rome LLP as counsel, Hahn &
Hessen LLP as counsel, BDO Consulting as financial advisor, and
Houlihan Lokey Capital, Inc., as investment banker.


FUSION TELECOMMUNICATIONS: Incurs $2.2MM Net Loss in 3rd Quarter
----------------------------------------------------------------
Fusion Telecommunications International, Inc., filed with the U.S.
Securities and Exchange Commission its quarterly report on Form
10-Q disclosing a net loss of $2.19 million on $14.81 million of
revenues for the three months ended Sept. 30, 2013, as compared
with a net loss of $1.63 million on $9.95 million of revenues for
the same period during the prior year.

For the nine months ended Sept. 30, 2013, the Company reported a
net loss of $2.10 million on $45.21 million of revenues as
compared with a net loss of $3.65 million on $31.71 million of
revenues for the same period a year ago.

The Company's balance sheet at Sept. 30, 2013, showed $26.67
million in total assets, $29.71 million in total liabilities and a
$3.03 million total stockholders' deficit.

A copy of the Form 10-Q is available for free at:

                         http://is.gd/IazYsv

                  About Fusion Telecommunications

New York City-based Fusion Telecommunications International, Inc.
(OTC BB: FSNN) is a provider of Internet Protocol ("IP") based
digital voice and data communications services to corporations and
carriers worldwide.

The Company reported a net loss of $5.20 million in 2012, as
compared with a net loss of $4.45 million in 2011.

Rothstein Kass, in Roseland, New Jersey, issued a "going concern"
qualification on the consolidated financial statements for the
year ended Dec. 31, 2012.  The independent auditors noted that the
Company has had negative working capital balances, incurred
negative cash flows from operations and net losses since
inception, and has limited capital to fund future operations that
raises a substantial doubt about their ability to continue as a
going concern.


GATEHOUSE MEDIA: Incurs $130-Mil. Net Loss in Third Quarter
-----------------------------------------------------------
GateHouse Media, Inc., filed its quarterly report on Form 10-Q,
reporting a net loss of $130.0 million on $126.0 million of
revenues for the three months ended Sept. 29, 2013, compared with
a net loss of $9.3 million on $120.0 million of revenues for the
three months ended Sept. 30, 2012.

During the three months ended Sept. 29, 2013, the Company incurred
a charge of $91.6 million related to the impairment on the
Company's advertiser relationships, subscriber relationships,
customer relationships and other intangible assets due to
reductions in the Company's operating projections within the
Company's various reporting units.  There were no such charges
during the three months ended Sept. 30, 2012.

Reorganization items, net, totaled $9.8 million for the three
months ended Sept. 29, 2013, versus $0 for the three months ended
Sept. 30, 2012.

The Company reported a net loss of $161.7 million on
$356.2 million of revenues for the nine months ended Sept. 29,
2013, compared with a net loss of $25.2 million on $363.2 million
of revenues for the nine months ended Sept. 30, 2012.

The Company's balance sheet at Sept. 29,, 2013, showed
$427.0 million in total assets, $1.329 billion in total
liabilities, and a stockholders' deficit of $902.4 million.

A copy of the Form 10-Q is available at http://is.gd/eL9VqN

                       About GateHouse Media

GateHouse Media, Inc. -- http://www.gatehousemedia.com/--
headquartered in Fairport, New York, is one of the largest
publishers of locally based print and online media in the United
States as measured by its 97 daily publications.  GateHouse Media
currently serves local audiences of more than 10 million per week
across 21 states through hundreds of community publications and
local Web sites.

GateHouse Media and its affiliates sought protection under Chapter
11 of the Bankruptcy Code (Case No. 13-12503, Bankr. D.Del.) on
Sept. 27, 2013.  The case is assigned to Judge Mary F. Walrath.

The Debtors are represented by Patrick A. Jackson, Esq., and
Pauline K. Morgan, Esq., at Young Conaway Stargatt & Taylor, LLP,
in Wilmington, Delaware.  Their financial advisor is Houlihan
Lokey Capital, Inc.  Epiq Bankruptcy Solutions, LLC, serves as
their claims and noticing agent.

On Nov. 6, 2013 the U.S. Bankruptcy Court for the District of
Delaware held a hearing and entered an order confirming the
Debtor's prepackaged Chapter 11 plan.

*    *     *

The Company has experienced declining same stores revenue and
profitability over the past several years, has incurred
significant recurring losses from continuing operations and has a
net capital deficiency.  Further, the restructuring support
agreement ("RSA") with Cortland Products Corp., as administrative
agent and certain of the lenders under the Company's 2007 Credit
Facility, including Newcastle Investment Corp. and its affiliates,
requires the Company to file a voluntary petition seeking to
reorganize under Chapter 11 of the Bankruptcy Code.  The ability
of the Company, both during and after the Chapter 11 proceedings,
to continue as a going concern is contingent upon, among other
things; (i) the ability of the Company to generate cash from
operations and to maintain adequate cash on hand; (ii) the
resolution of the uncertainty as to the amount of claims that will
be allowed; (iii) the ability of the Company to confirm its
reorganization plan in the Chapter 11 proceedings and obtain any
financing which may be required to emerge from bankruptcy
protection; and (iv) the Company's ability to achieve
profitability.


GEOMET INC: Incurs $1 Million Net Loss in Third Quarter
-------------------------------------------------------
GeoMet, Inc., filed with the U.S. Securities and Exchange
Commission its quarterly report on Form 10-Q disclosing a net loss
available to common stockholders of $1.04 million on $7.41 million
of total revenues for the three months ended Sept. 30, 2013, as
compared with a net loss available to common stockholders of
$35.76 million on $9.66 million of total revenues for the same
period during the prior year.

For the nine months ended Sept. 30, 2013, the Company reported net
income available to common stockholders of $32.09 million on
$30.42 million of total revenues as compared with a net loss
available to common stockholders of $145.41 million on $27.65
million of total revenues for the same period a year ago.

The Company's balance sheet at Sept. 30, 2013, showed $58.35
million in total assets, $92.15 million in total liabilities,
$41.19 million in mezzanine equity, and a $74.99 million total
stockholders' deficit.

                 Management's Current Business Plan

"We previously disclosed our engagement of FBR Capital Markets &
Co. to assist the Company in exploring strategic alternatives.  We
have concluded that process, and have engaged Lantana Oil & Gas
Partners to assist us in pursuing the possible sale of all or
substantially all of our assets.

"We currently anticipate that any such sale transaction would be
followed by either a merger or a liquidation and distribution of
our remaining assets in accordance with applicable law.
Generally, in a dissolution, the net proceeds of a sale would be
used to repay the amount outstanding under our Credit Agreement
and make adequate provision for satisfaction of other known or
contingent payment obligations. Remaining assets, if any, would
first be used to satisfy all or a portion of the liquidation
preference of our outstanding Preferred Stock, then, if any assets
remained, be made available for distribution to the holders of our
common stock," the Company said in a press release.

A copy of the Form 10-Q is available for free at:

                         http://is.gd/AfSUFY

                          About Geomet Inc.

Houston, Texas-based GeoMet, Inc., is an independent energy
company primarily engaged in the exploration for and development
and production of natural gas from coal seams (coalbed methane)
and non-conventional shallow gas.  Its principal operations and
producing properties are located in the Cahaba and Black Warrior
Basins in Alabama and the central Appalachian Basin in Virginia
and West Virginia.  It also owns additional coalbed methane and
oil and gas development rights, principally in Alabama, Virginia,
West Virginia, and British Columbia.  As of March 31, 2012, it
owns a total of 192,000 net acres of coalbed methane and oil and
gas development rights.

For the year ended Dec. 31, 2012, the Company incurred a net loss
of $149.95 million on $39.38 million of total revenues, as
compared with net income of $2.81 million on $35.61 million of
total revenues in 2011.

                           Going Concern

"Our audited financial statements for the fiscal year ended
December 31, 2012 were prepared on a going concern basis in
accordance with United States generally accepted accounting
principles.  The going concern basis of presentation assumes that
we will continue in operation for the next twelve months and will
be able to realize our assets and discharge our liabilities and
commitments in the normal course of business and do not include
any adjustments to reflect the possible future effects on the
recoverability and classification of assets or the amounts and
classification of liabilities that may result from our inability
to continue as a going concern.  Our credit facility matures on
April 1, 2014.  As a result, all borrowings under our credit
facility will be classified as current on April 2, 2013.  Our
operating and capital plans for the next twelve months call for
dedication of substantially all of our excess cash flow to the
repayment of indebtedness and the possible sale of assets to
reduce indebtedness, with the goal of eliminating our borrowing
base deficiency, and refinancing our credit facility.  Therefore,
we concluded that due to the uncertainties surrounding our ability
to sell assets at acceptable prices, to reduce our indebtedness to
an amount less than the borrowing base and to refinance our credit
facility before its maturity date, substantial doubt exists as to
our ability to continue as a going concern.  If we were unable to
continue as a going concern, the values we receive for our assets
on liquidation or dissolution could be significantly lower than
the values reflected in our financial statements."


GNC HOLDINGS: S&P Raises Rating to 'BB+'; Outlook Stable
--------------------------------------------------------
Standard & Poor's Ratings Services said it raised its rating on
Pittsburgh, Pa.-based GNC Holdings Inc. and General Nutrition
Centers Inc. to 'BB+' from 'BB'.  The rating outlook is stable.
Standard & Poor's has reviewed its ratings on GNC, which it
labeled as "under criteria observation" (UCO) after the publishing
of its revised Corporate criteria on Nov. 19, 2013. Standard &
Poor's expedited the review of its ratings on GNC because of the
company's announced debt issue.  With S&P's criteria review of GNC
complete, it has removed the UCO designation from the ratings on
this issuer.  S&P also raised all related issue-level ratings on
the company's debt by one notch in conjunction with the upgrade.
Recovery ratings on the company's debt issues remain unchanged.
The issue-level ratings on the facilities maturing in 2017 and
2019 are now 'BBB-' with a recovery rating of '2'.

"The upgrade reflects our reassessment of GNC's business risk
profile, which we now view as "satisfactory".  In our view, GNC's
strengthening competitive position, global geographic presence,
economies of scale, and vertically integrated operations create
operating efficiencies that compare favorably to its peers," said
credit analyst Kristina Koltunicki.

The stable outlook reflects S&P's expectation that store expansion
in both international and domestic markets and mid-single-digit
same-store sales growth will benefit GNC's performance.  S&P
believes the company will gain positive operating leverage from
its continued cost management initiatives.  Although S&P
anticipates an improvement in operating performance, it expects
that management's commitment to shareholder-friendly activities,
such as debt-financed share repurchases, will offset any
significant improvement to credit protection measures in the next
12-24 months.

                           Upside scenario

With a 'BB+' corporate credit rating, any upgrade would move the
rating into investment grade.  Currently, S&P's assessment of the
business risk profile as satisfactory is already consistent with
investment grade so any upgrade would require that S&P views the
company's financial risk profile as indicative of an investment-
grade company.  S&P could consider an upgrade if the company
demonstrates stronger credit metrics, with adjusted total debt to
EBITDA remaining in the low-2.0x area and FFO/ debt approaching
the mid-30% range.  Additionally, S&P would also need to conclude
that GNC's long term financial policies were likely more
conservative with regards to debt issuances and share repurchases
than is currently the case.

                         Downside scenario

Although unlikely in the next year given S&P's performance
expectations, it could lower the rating if additional shareholder-
friendly activities or a large acquisition results in a
deterioration of credit protection measures.  This could occur if
the company completes another leveraged buyout, a large debt-
financed share repurchase program, or a special one-time dividend
such that total debt to EBITDA increases to more than 3.3x and
FFO/ debt approaches 20%.  Debt would need to increase by
approximately $300 million at current EBITDA levels for such a
scenario to unfold.


GLOBAL AVIATION: Final Hearing on DIP Loan Approval Set for Dec. 9
------------------------------------------------------------------
Global Aviation Holdings Inc., et al., sought and obtained interim
authority from the U.S. Bankruptcy Court for the District of
Delaware to obtain postpetition financing in an aggregate amount
not to exceed $36 million from Cerberus Business Finance, LLC, as
administrative agent and collateral agent.

The Debtors will come back to Court on Dec. 9, 2013, at 11:30
a.m., to seek final approval of the postpetition financing up to
an aggregate amount of $51 million, consisting of the sum of the
Debtors' existing senior obligations as of the Petition Date plus
$12 million.  Objections to the final approval of the request are
due Dec. 2.

Reference Rate Loans will bear interest at a per annum rate equal
to the sum of the Reference Rate plus 8.50%.  Reference Rate means
the greatest of (a) 4.00% per annum, (b) the Federal Funds Rate
plus 0.50% per annum, (c) the LIBOR Rate plus 1.00% per annum, and
(d) the rate of interest publicly announced by JP Morgan Chase
Bank in New York, New York, from time to time as its reference
rate, base rate or prime rate.  LIBOR Rate Loans will bear
interest at a per annum rate equal to the sum of the LIBOR Rate
plus 9.00%.

To secure the prompt payment and performance of all DIP
Obligations, the DIP Agent will have and is granted valid and
perfected first priority security interests and liens in and upon
all of the Collateral.  The grant to the DIP Agent and the DIP
Lenders of liens on and security interests in Chapter 5 Actions
will be subject to the entry of the Final Order.  For all DIP
Obligations, the DIP Agent is granted an allowed superpriority
administrative claim pursuant to Section 364(c)(1) of the
Bankruptcy Code, subject only to the Permitted Liens, Carve Out
Expenses, and the DIP Liens.

Carve Out means: (a) statutory fees payable to the U.S. Trustee
pursuant to 28 U.S.C. Section 1930(a)(6); (b) fees payable to the
Clerk of the Court; (c) unpaid fees and expenses incurred by the
Debtors' professionals for the period from and after the Petition
Date and prior to the delivery of a Carve Out Trigger Notice; (d)
unpaid reasonable fees and expenses incurred by the Committee's
professionals for the period from and after the Petition Date and
prior to the delivery of a Carve Out Trigger Notice; (e) the
amount of the unpaid reasonable Debtors' professionals' fees and
expenses that are incurred from and after the delivery of a Carve
Out Trigger Notice in an aggregate amount not in excess of
$100,000; and (f) the amount of the unpaid reasonable Committee's
professionals' fees and expenses that are incurred from and after
the delivery of a Carve Out Trigger Notice in an aggregate amount
not in excess of $25,000.

                  About Global Aviation Holdings

Global Aviation Holdings Inc. -- http://www.glah.com-- is the
parent company of North American Airlines and World Airways.
North American Airlines, founded in 1989, operates passenger
charter flights using B767-300ER aircraft.  Founded in 1948, World
Airways -- http://www.woa.com-- operates cargo and passenger
charter flights using B747-400 and MD-11 aircraft.

The parent of World Airways Inc. and North American Airlines Inc.
implemented the prior Chapter 11 reorganization in February.
The new case is In re Global Aviation Holdings Inc., 13-12945,
U.S. Bankruptcy Court, District of Delaware (Wilmington). The
prior case was In re Global Aviation Holdings Inc., 12-bk-40783,
U.S. Bankruptcy Court, Eastern District New York (Brooklyn).

Peachtree City, Georgia-based Global blamed the new bankruptcy on
decreased flying for the government that reduced revenue for the
first nine months of this year to $354 million from $486 million
in the same period of 2012.

The new petition shows assets and debt both exceeding $500
million. In the first bankruptcy, Global listed $589.8 million in
assets and debt of $493.2 million.

The Debtors are represented by Kourtney Lyda, Esq., at Haynes and
Boone, LLP, in Houston, Texas; and Christopher A. Ward, Esq., at
Polsinelli PC, in Wilmington, Delaware.

The first lien agent is represented by Michael L. Tuchin, Esq., at
Klee, Tuchin, Bogdanoff & Stern LLP, in Los Angeles, California.

Wells Fargo Bank, National Association, agent to the second
lienholders and third lienholders, is represented by Mildred
Quinones-Holmes, Esq., at Thompson Hines LLP, in New York.


GLOBAL AVIATION: Has Interim Authority to Use Cash Collateral
-------------------------------------------------------------
Global Aviation Holdings Inc., et al., sought and obtained interim
authority from the U.S. Bankruptcy Court for the District of
Delaware to use cash collateral to ensure the Debtors' continued
access to sufficient working capital to, among other things, pay
their employees, vendors, and suppliers, enable the Debtors to
continue honoring their prepetition obligations under and in
accordance with other "first-day" orders entered by the Court, and
satisfy administrative expenses incurred in connection with the
commencement of the Chapter 11 Cases.

The Court will convene a hearing on Dec. 9, 2013, at 11:30 a.m.,
to consider final approval of the Debtors' request.  Objections
are due Dec. 2.

The Debtors propose to provide the Prepetition Agents and the
Prepetition Lenders with five primary forms of adequate
protection:

   (1) The Debtors will provide the Prepetition Agents, on behalf
       of the Prepetition Lenders, the Prepetition Lender
       Replacement Liens in the Replacement Collateral.

   (2) The Debtors will grant the Prepetition Agents, on behalf of
       the Prepetition Lenders, allowed super-priority
       administrative claims pursuant to Section 507(b) of the
       Bankruptcy Code.

   (3) The First Lien Agent and First Lien Lenders will receive
       from the Debtors monthly adequate protection payments.

   (4) The Debtors will pay the reasonable fees, costs, and
       expenses for the professionals advising the First Lien
       Agent and the First Lien Lenders.

   (5) The Debtors will maintain the Prepetition Collateral and
       maintain insurance with respect thereto, consistent with
       the requirements of the Prepetition Loan Documents.

The DIP Liens will be first and senior in priority to all other
interests and liens of every kind, nature and description, whether
created consensually, by an order of the Court or otherwise, but
subject to the Permitted Liens and to the Carve Out Expenses.

The First Lien Replacement Liens will be junior and subordinate
only to (i) the Permitted Liens, (ii) the Carve Out Expenses, and
(iii) the DIP Liens.  The Second Lien Replacement Liens will be
junior and subordinate only to (i) the Permitted Liens, (ii) the
Carve Out Expenses, (iii) the DIP Liens, (iv) the First Liens, and
(v) the First Lien Replacement Liens.  The Third Lien Replacement
Liens will be junior and subordinate only to (i) the Permitted
Liens, (ii) the Carve Out Expenses, (iii) the DIP Liens, (iv) the
First Liens, (v) the First Lien Replacement Liens, (vi) the Second
Liens, and (vii) the Second Lien Replacement Liens.

Carve Out means: (a) statutory fees payable to the U.S. Trustee
pursuant to 28 U.S.C. Section 1930(a)(6); (b) fees payable to the
Clerk of the Court; (c) unpaid fees and expenses incurred by the
Debtors' professionals for the period from and after the Petition
Date and prior to the delivery of a Carve Out Trigger Notice; (d)
unpaid reasonable fees and expenses incurred by the Committee's
professionals for the period from and after the Petition Date and
prior to the delivery of a Carve Out Trigger Notice; (e) the
amount of the unpaid reasonable Debtors' professionals' fees and
expenses that are incurred from and after the delivery of a Carve
Out Trigger Notice in an aggregate amount not in excess of
$100,000; and (f) the amount of the unpaid reasonable Committee's
professionals' fees and expenses that are incurred from and after
the delivery of a Carve Out Trigger Notice in an aggregate amount
not in excess of $25,000.

                  About Global Aviation Holdings

Global Aviation Holdings Inc. -- http://www.glah.com-- is the
parent company of North American Airlines and World Airways.
North American Airlines, founded in 1989, operates passenger
charter flights using B767-300ER aircraft.  Founded in 1948, World
Airways -- http://www.woa.com-- operates cargo and passenger
charter flights using B747-400 and MD-11 aircraft.

The parent of World Airways Inc. and North American Airlines Inc.
implemented the prior Chapter 11 reorganization in February.
The new case is In re Global Aviation Holdings Inc., 13-12945,
U.S. Bankruptcy Court, District of Delaware (Wilmington). The
prior case was In re Global Aviation Holdings Inc., 12-bk-40783,
U.S. Bankruptcy Court, Eastern District New York (Brooklyn).

Peachtree City, Georgia-based Global blamed the new bankruptcy on
decreased flying for the government that reduced revenue for the
first nine months of this year to $354 million from $486 million
in the same period of 2012.

The new petition shows assets and debt both exceeding $500
million. In the first bankruptcy, Global listed $589.8 million in
assets and debt of $493.2 million.

The Debtors are represented by Kourtney Lyda, Esq., at Haynes and
Boone, LLP, in Houston, Texas; and Christopher A. Ward, Esq., at
Polsinelli PC, in Wilmington, Delaware.

The first lien agent is represented by Michael L. Tuchin, Esq., at
Klee, Tuchin, Bogdanoff & Stern LLP, in Los Angeles, California.

Wells Fargo Bank, National Association, agent to the second
lienholders and third lienholders, is represented by Mildred
Quinones-Holmes, Esq., at Thompson Hines LLP, in New York.


GLOBAL AVIATION: Seeks Extension of Schedules Filing Deadline
-------------------------------------------------------------
Global Aviation Holdings Inc., et al., ask the U.S. Bankruptcy
Court for the District of Delaware to further extend until
Jan. 11, 2014, the time within which they must file their
schedules of assets and liabilities and statements of financial
affairs.

Christopher A. Ward, Esq., at Polsinelli PC, in Wilmington,
Delaware, tells the Court that the Debtors require extra time to
prepare and file their Schedules and Statements due to the
international nature and scope of the Debtors' operations, which
requires them to maintain voluminous records and intricate
accounting systems.  The complexity of the Debtors' businesses,
the limited staff available to perform the required internal
review of their financial records and affairs, the numerous
critical operational matters that their accounting and legal
personnel must address in the early days of the Chapter 11 cases,
the pressure incident to the commencement of the Chapter 11 cases,
and the fact that certain prepetition invoices have not yet been
received or entered into their accounting systems provide ample
cause justifying, if not necessitating, an extension of the
deadline to file the Schedules and Statements.

                  About Global Aviation Holdings

Global Aviation Holdings Inc. -- http://www.glah.com-- is the
parent company of North American Airlines and World Airways.
North American Airlines, founded in 1989, operates passenger
charter flights using B767-300ER aircraft.  Founded in 1948, World
Airways -- http://www.woa.com-- operates cargo and passenger
charter flights using B747-400 and MD-11 aircraft.

The parent of World Airways Inc. and North American Airlines Inc.
implemented the prior Chapter 11 reorganization in February.
The new case is In re Global Aviation Holdings Inc., 13-12945,
U.S. Bankruptcy Court, District of Delaware (Wilmington). The
prior case was In re Global Aviation Holdings Inc., 12-bk-40783,
U.S. Bankruptcy Court, Eastern District New York (Brooklyn).

Peachtree City, Georgia-based Global blamed the new bankruptcy on
decreased flying for the government that reduced revenue for the
first nine months of this year to $354 million from $486 million
in the same period of 2012.

The new petition shows assets and debt both exceeding $500
million. In the first bankruptcy, Global listed $589.8 million in
assets and debt of $493.2 million.

The Debtors are represented by Kourtney Lyda, Esq., at Haynes and
Boone, LLP, in Houston, Texas; and Christopher A. Ward, Esq., at
Polsinelli PC, in Wilmington, Delaware.

The first lien agent is represented by Michael L. Tuchin, Esq., at
Klee, Tuchin, Bogdanoff & Stern LLP, in Los Angeles, California.

Wells Fargo Bank, National Association, agent to the second
lienholders and third lienholders, is represented by Mildred
Quinones-Holmes, Esq., at Thompson Hines LLP, in New York.


GLOBAL AVIATION: Second Bankruptcy Can Proceed, Court Rules
-----------------------------------------------------------
Michael Bathon, substituting for Bill Rochelle, the bankruptcy
columnist for Bloomberg News, reports that Global Aviation
Holdings Inc., the biggest charter-flight company for U.S.
military troops, can proceed with a bankruptcy filed in Delaware,
its second in less than two years, a judge in New York ruled.

U.S. Bankruptcy Judge Carla E. Craig in Brooklyn on Nov. 20 said
that the company's Chapter 11 case, filed Nov. 12 in Wilmington,
Delaware, can go forward and that a new judge can sort out the
remaining issues from its prior case in Brooklyn.

Lingering claims in Brooklyn are "not something to justify
disturbing the debtors' choice of venue," Craig said.

The company previously went into bankruptcy in February 2012,
saying it needed to shed more than half of its aircraft and citing
the end of flights to Iraq and Afghanistan.

After exiting court protection as a new company, it "continued to
encounter various financial and operational hurdles, including
decreased demand for military cargo and passenger services
resulting from government budget constraints," the company said.

It switched courts for the new case because its operations have
moved south, said the company, parent of World Airways and North
American Airlines.

"In light of the relocation of North American's operations from
Jamaica, New York, to Peachtree City, Georgia, in August 2012, the
Global Aviation entities do not have a domicile, principal place
of business, or principal assets" in Brooklyn, the company said in
court papers.

U.S. Bankruptcy Judge Mary Walrath in Delaware last week ended the
initial hearing for the company's second bankruptcy after a few
minutes, saying lawyers needed to figure out if there's a way to
pursue the new case in Wilmington instead of returning to
Brooklyn.

                  About Global Aviation Holdings

Global Aviation Holdings Inc. -- http://www.glah.com-- is the
parent company of North American Airlines and World Airways.
North American Airlines, founded in 1989, operates passenger
charter flights using B767-300ER aircraft.  Founded in 1948, World
Airways -- http://www.woa.com-- operates cargo and passenger
charter flights using B747-400 and MD-11 aircraft.

The parent of World Airways Inc. and North American Airlines Inc.
implemented a prior Chapter 11 reorganization in February.
The new case is In re Global Aviation Holdings Inc., 13-12945,
U.S. Bankruptcy Court, District of Delaware (Wilmington). The
prior case was In re Global Aviation Holdings Inc., 12-bk-40783,
U.S. Bankruptcy Court, Eastern District New York (Brooklyn).

Peachtree City, Georgia-based Global blamed the new bankruptcy on
decreased flying for the government that reduced revenue for the
first nine months of this year to $354 million from $486 million
in the same period of 2012.

The new petition shows assets and debt both exceeding $500
million. In the first bankruptcy, Global listed $589.8 million in
assets and debt of $493.2 million.


GOLDKING HOLDINGS: Ex-CEO Gets Ch. 11 Case Moved to Texas
---------------------------------------------------------
Law360 reported that Goldking Holdings LLC's former CEO won his
bid to move the company's Chapter 11 case to Texas on Nov. 20,
when a Delaware bankruptcy judge overruled objections from the oil
firm and its private-equity backer and ordered the case
transferred.

According to the report, former CEO Leonard C. Tallerine Jr. had
sought the venue change, contending there was no reason for the
Houston-based company to conduct its bankruptcy in a court far
removed from its assets and creditors.

As previously reported by The Troubled Company Reporter, Goldking
Holdings has urged the Delaware bankruptcy judge to reject the bid
by its former CEO to transfer the Chapter 11 cases to another
state, saying the move would benefit neither the company nor its
creditors.

Mr. Tallerine owns a nearly 6 percent stake in the company through
an entity called Goldking LT Capital Corp.

                      About Goldking Holdings

Goldking Holdings LLC, an oil-and-gas exploration company, sought
bankruptcy protection (Bankr. D. Del. Case No. 13-12820) in
Wilmington, Delaware, on Oct. 30, 2013, from creditors with plans
to sell virtually all its assets.  The case is before Judge
Brendan Linehan Shannon.

Robert S. Brady, Esq., at Young, Conaway, Stargatt & Taylor, LLP,
in Wilmington, Delaware, represents the Debtors.  Lantana Oil &
Gas Partners serves as the Debtors' financial advisors.  The
Debtors' notice, claims, solicitation and balloting agent is Epiq
Bankruptcy Solutions, LLC.


GRAYMARK HEALTHCARE: Delays Form 10-Q for Third Quarter
-------------------------------------------------------
Graymark Healthcare, Inc., completed the acquisition of Foundation
Surgery Affiliates, LLC and Foundation Surgical Hospital
Affiliates, LLC, on July 22, 2013.  That transaction is being
accounted for as a reverse acquisition with Foundation as the
accounting acquirer.  The Company was unable to complete the
preparation of its financial statements for its quarterly report
on Form 10-Q for the quarterly period ended Sept. 30, 2013, within
the prescribed time period because it is the process of preparing
the financial statements on a post-transaction basis.
Accordingly, the Company cannot complete its financial statements
without unreasonable effort or expense within the time prescribed.

Although the Company has not yet completed its financial
statements for the quarter ended Sept. 30, 2013, the Company
anticipates significant changes in results of operations from the
corresponding period of 2012 will be reflected by the earnings
statements to be included in its Form 10-Q for the quarter ended
Sept. 30, 2013.  The Company currently expects, for the quarter
ended September 30, 2013, that its revenue will be approximately
$25.0 million, its operating loss will be approximately $19.4
million, after an impairment of $20.8 million, and its net loss
will be approximately $14.8 million. Since the financial
statements for the quarter ended Sept. 30, 2013, are not yet
completed, actual results may differ materially from the Company's
current expectations.

                      About Graymark Healthcare

Graymark Healthcare, Inc., headquartered in Oklahoma City, Okla.,
provides care management solutions to the sleep disorder market.
As of June 30, 2012, the Company operated 107 sleep diagnostic and
therapy centers in 10 states.

The Company's balance sheet at June 30, 2013, showed $4.78 million
in total assets, $26.20 million in total liabilities and a $21.41
million total deficit.

                           Going Concern

As of March 31, 2013, the Company had an accumulated deficit of
$60.2 million and reported a net loss of $2.7 million for the
first quarter of 2013.  In addition, the Company used $0.3 million
in cash from operating activities from continuing operations
during the quarter.  On March 29, 2013, the Company signed a
definitive purchase agreement with Foundation Healthcare
Affiliates, LLC to purchase 100 percent of the interests in
Foundation Surgery Affiliates, LLC and Foundation Surgical
Hospital Affiliates, LLC, in exchange for 98.5 million shares of
the Company's common stock.  Management expects the transaction to
close in the second quarter of 2013; however, there is no
assurance the acquisition will close at that time or at all.

"If the Company is unable to close the Foundation transaction or
raise additional funds, the Company may be forced to substantially
scale back operations or entirely cease its operations and
discontinue its business.  These uncertainties raise substantial
doubt regarding the Company's ability to continue as a going
concern," according to the Company's quarterly report for the
period ended March 31, 2013.


GREENSHIFT CORP: Incurs $516K Net Loss in Third Quarter
-------------------------------------------------------
Greenshift Corporation filed with the U.S. Securities and Exchange
Commission its quarterly report on Form 10-Q disclosing a net loss
of $515,736 on $4.17 million of total revenue for the three months
ended Sept. 30, 2013, as compared with a net loss of $40,448 on
$3.06 million of total revenue for the same period a year ago.

For the nine months ended Sept. 30, 2013, the Company reported a
net loss of $1.34 million on $12.07 million of total revenue as
compared with net income of $3.90 million on $10.21 million of
total revenue for the same period during the prior year.

The Company's balance sheet at Sept. 30, 2013, showed $8.44
million in total assets, $48.02 million in total liabilities and a
$39.58 million total stockholders' deficit.

A copy of the Form 10-Q is available for free at:

                        http://is.gd/JA8L1H

                    About Greenshift Corporation

Headquartered in New York, GreenShift Corporation develops and
commercializes clean technologies designed to integrate into and
leverage established production and distribution infrastructure to
address the financial and environmental needs of its clients by
decreasing raw material needs, facilitating co-product reuse, and
reducing waste and emissions.

Greenshift Corporation disclosed net income of $2.46 million in
2012, as compared with net income of $7.90 million in 2011.
The Company's balance sheet at June 30, 2013, showed $8.68 million
in total assets, $47.98 million in total liabilities and a $39.29
million total stockholders' deficit.

Rosenberg Rich Baker Berman & Company, in Somerset, NJ, issued a
"going concern" qualification on the consolidated financial
statements for the year ended Dec. 31, 2012.  The independent
auditors noted that the Company had $2,030,577 in cash, and
current liabilities exceeded current assets by $41,087,222 as of
Dec. 31, 2012.  In addition, the Company could be subject to
default of its senior debt obligation in 2013 if a condition to a
forbearance agreement that is not within the Company's control is
not satisfied.  These conditions raise substantial doubt about its
ability to continue as a going concern.


GUITAR CENTER: Incurs $398.6 Million Net Loss in Third Quarter
--------------------------------------------------------------
Guitar Center Holdings, Inc., filed with the U.S. Securities and
Exchange Commission its quarterly report on Form 10-Q disclosing a
net loss of $398.66 million on $520.68 million of net sales for
the three months ended Sept. 30, 2013, as compared with a net loss
of $25.65 million on $496.23 million of net sales for the same
period during the prior year.

For the nine months ended Sept. 30, 2013, the Company reported
$453.03 million on $1.55 billion of net sales as compared with a
net loss of $70.63 million on $1.51 billion of net sales for the
same period a year ago.

The Company's balance sheet at Sept. 30, 2013, showed $1.43
billion in total assets, $2.03 billion in total liabilities and a
$601.37 million total stockholders' deficit.

A copy of the Form 10-Q is available for free

                        http://is.gd/aNPw24

                        About Guitar Center

Guitar Center, Inc., headquartered in Westlake Village, Cal., is
the largest musical instrument retailer with 312 stores and a
direct response segment, which operates its Web sites.  It
operates three distinct musical retail business - Guitar Center
(about 70% of revenue), Music & Arts (about 7% of revenue), and
Musician's Friend (its direct response subsidiary with 24% of
revenue).  Total revenue is about $2 billion.

Guitar Center disclosed a net loss of $72.16 million in 2012, a
net loss of $236.93 million in 2011 and a $56.37 million net loss
in 2010.

                           *     *     *

As reported in the Troubled Company Reporter on Feb. 28, 2011,
Moody's Investors Service affirmed Guitar Center, Inc.'s Caa2
Corporate Family Rating and the $622 million existing term loan
rating of Caa1 due October 2014.  The Probability of Default
Rating was revised to Caa2/LD from Caa2 while the Speculative
Grade Liquidity assessment was changed to SGL-2 from SGL-3.  The
rating outlook remains stable.

The Caa2/LD Probability of Default rating reflects Moody's view
that the extended deferral of interest on the Holdco notes
constitutes a distressed exchange under Moody's definition and
also anticipates that additional exchanges of this nature are
possible over the near term.  The Limited Default designation was
prompted by the company's executed amendment of the HoldCo notes,
which allows for a deferral of 50% of the interest payments for 18
months.  Moody's views this as a distressed exchange that provides
default avoidance.  This LD designation applies to the proposed
follow-on amendment to defer the HoldCo note interest payments by
another six months.  Subsequent to the actions, Moody's will
remove the LD designation and the PDR will be Caa2 going forward.

As reported by the TCR on May 30, 2013, Standard & Poor's Ratings
Services said it lowered its corporate credit rating on Westlake
Village, Calif.-based Guitar Center Holdings Inc. to 'CCC+' from
'B-'.

"Our rating action reflects our view that the company's financial
commitments are not sustainable in the long term given weaker than
expected performance over the past two quarters," said credit
analyst Mariola Borysiak.


HALLWOOD GROUP: Posts $633,000 Net Income in Third Quarter
----------------------------------------------------------
The Hallwood Group Incorporated filed with the U.S. Securities and
Exchange Commission its quarterly report on Form 10-Q disclosing
net income of $633,000 on $30.27 million of textile products sales
for the three months ended Sept. 30, 2013, as compared with a net
loss of $1.06 million on $27.14 million of textile products sales
for the same period during the prior year.

For the nine months ended Sept. 30, 2013, the Company reported a
net loss of $1.06 million on $94.04 million of textile products
sales as compared with a net loss of $11.83 million on $100.20
million of textile products sales for the same period a year ago.

The Company's balance sheet at Sept. 30, 2013, showed $65.87
million in total assets, $25.74 million ini total liabilities and
$40.12 million in total stockholders' equity.

A copy of the Form 10-Q is available for free at:

                        http://is.gd/83MBZO

                       About Hallwood Group

Dallas, Texas-based The Hallwood Group Incorporated (NYSE MKT:
HWG) operates as a holding company.  The Company operates its
principal business in the textile products industry through its
wholly owned subsidiary, Brookwood Companies Incorporated.

Brookwood is an integrated textile firm that develops and produces
innovative fabrics and related products through specialized
finishing, treating and coating processes.

Prior to October 2009, The Hallwood Group Incorporated held an
investment in Hallwood Energy, L.P. ("Hallwood Energy").  Hallwood
Energy was a privately held independent oil and gas limited
partnership and operated as an upstream energy company engaged in
the acquisition, development, exploration, production, and sale of
hydrocarbons, with a primary focus on natural gas assets.  The
Company accounted for the investment in Hallwood Energy using the
equity method of accounting.  Hallwood Energy filed for bankruptcy
in March 2009.  In connection with the confirmation of Hallwood
Energy's bankruptcy in October 2009, the Company's ownership
interest in Hallwood Energy was extinguished and the Company no
longer accounts for the investment in Hallwood Energy using the
equity method of accounting.

Hallwood Group incurred a net loss of $17.94 million in 2012, as
compared with a net loss of $6.33 million in 2011.

Deloitte & Touche LLP, in Dallas, Texas, issued a "going concern"
qualification on the consolidated financial statements for the
year ended Dec. 31, 2012.  The independent auditors noted that
the Company is dependent on its subsidiary to receive the cash
necessary to fund its ongoing operations and obligations.  It is
uncertain whether the subsidiary will be able to make payment of
dividends to its fund ongoing operations.  These conditions raise
substantial doubt about its ability to continue as a going
concern.


HARRISBURG, PA: Ballpark Bleeds Pennsylvania's Insolvent Capital
----------------------------------------------------------------
Michael Bathon, substituting for Bill Rochelle, the bankruptcy
columnist for Bloomberg News, reports that Harrisburg's investment
in a minor-league baseball team is still draining the Pennsylvania
capital's coffers six years after the city, which was placed under
receivership in 2011, sold the club.

According to the report, the city of 50,000 had to cover $182,514
in debt service through Nov. 20 as proceeds from the sale of the
Harrisburg Senators, a farm team for Major League Baseball's
Washington Nationals, were unable to cover all the costs for $18
million in stadium bonds, according to Gerald Cross, a consultant
for state-appointed receiver William B. Lynch. The securities were
issued by the municipal redevelopment authority in 2005.

Former Mayor Stephen Reed, who left office in 2010, bought the
Senators for about $7 million. The city sold the team for about
$12.5 million in 2007, according to Lynch.

About $7.6 million in Harrisburg's revenue-backed stadium bonds
remain outstanding, some maturing as late as 2030, city documents
show.

Harrisburg is already dealing with the aftershocks of debt
guarantees for a waste-to-energy plant that pushed the city into
an unsuccessful bankruptcy filing and state receivership in 2011.
The city also backed securities for the home of the Senators on
City Island in the Susquehanna River, now known as Metro Bank
Park.

Cory Angell, Lynch's spokesman, said the receiver plans to focus
on the stadium bonds after he sells the trash facility and leases
the municipal parking system to pay creditors on the incinerator
debt. Deals financing those transactions are expected to take
place in the first week of December, Angell said.

                 About Harrisburg, Pennsylvania

The city of Harrisburg, in Pennsylvania, is coping with debt
related to a failed revamp of an incinerator.  The city is
$65 million in default on $242 million owing on bonds sold to
finance an incinerator that converts trash to energy.

The Harrisburg city council voted 4-3 on Oct. 11, 2011, to
authorize the filing of a Chapter 9 municipal bankruptcy (Bankr.
M.D. Pa. Case No. 11-06938).  The city claims to be insolvent,
unable to pay its debt and in imminent danger of having
tax revenue seized by holders of defaulted bonds.

Judge Mary D. France presided over the Chapter 9 case.  Mark D.
Schwartz, Esq. and David A. Gradwohl, Esq., served as Harrisburg's
counsel.  The petition estimated $100 million to $500 million in
assets and debts.  Susan Wilson, the city's chairperson on Budget
and Finance, signed the petition.

Harrisburg said in court papers it is in imminent jeopardy through
six pending legal actions by creditors with respect to a number of
outstanding bond issues relating to the Harrisburg Materials,
Energy, Recycling and Recovery Facilities, which processes waste
into steam and electrical energy.  The owner and operator of the
incinerator is The Harrisburg Authority, which is unable to pay
the bond issues.  The city is the primary guarantor under each
bond issue.  The lawsuits were filed by Dauphin County, where
Harrisburg is located, Joseph and Jacalyn Lahr, TD Bank N.A., and
Covanta Harrisburg Inc.

The Commonwealth of Pennsylvania, the County of Dauphin, and
Harrisburg city mayor Linda D. Thompson and other creditors and
interested parties objected to the Chapter 9 petition.  The state
later adopted a new law allowing the governor to appoint a
receiver.

Kenneth W. Lee, Esq., Christopher E. Fisher, Esq., Beverly Weiss
Manne, Esq., and Michael A. Shiner, Esq., at Tucker Arensberg,
P.C., represented Mayor Thompson in the Chapter 9 case. Counsel to
the Commonwealth of Pennsylvania was Neal D. Colton, Esq., Jeffrey
G. Weil, Esq., Eric L. Scherling, Esq., at Cozen O'Connor.

In November 2011, the Bankruptcy Judge dismissed the Chapter 9
case because (1) the City Council did not have the authority under
the Optional Third Class City Charter Law and the Third Class City
Code to commence a bankruptcy case on behalf of Harrisburg and (2)
the City was not specifically authorized under state law to be a
debtor under Chapter 9 as required by 11 U.S.C. Sec. 109(c)(2).

Dismissal of the Chapter 9 petition was upheld in a U.S. District
Court.

That same month, the state governor appointed David Unkovic as
receiver for Harrisburg.  Mr. Unkovic is represented by the
Municipal Recovery & Restructuring group of McKenna Long &
Aldridge LLP, led by Keith Mason, Esq., co-chair of the group.

Mr. Unkovic resigned as receiver March 30, 2012.  Mr. Unkovic was
replaced by William Lynch as receiver.


HAWAII OUTDOOR: Has Court Okay to Sell Hotel Assets
---------------------------------------------------
The Bankruptcy Court, in the minutes of the hearing held Nov. 12,
2013, authorized David C. Farmer, Chapter 11 trustee of the estate
of Hawaii Outdoor Tours, Inc., to sell hotel, assets and
assignments to the highest bidder.

Party-in-interest Kenneth Fujiyama objected to the trustee's sale
motion stating that the Court must deny the trustee's motion to
accept the sale of the sole bidder at the auction and because of
collusion between two registered bidders.  Additional time must be
allowed between the two registered bidders.  Additional time also
must be allowed to re-advertise the property and change the
bidding procedure to an open bid with a minimum bid amount of
$15,000,000.

If the Court does not want to allow the auction, Mr. Fujiyama
said, he'd ask that the Chapter 11 case be dissolved and the
property and the state lease be returned to the Debtor.

On Nov. 5, 2013, the trustee filed a joinder to secured creditor
First-Citizens Bank & Trust Company's reply memorandum to Ken
Direction Corporation's opposition to trustee's sale motion.

According to First-Citizens, KDC's response is without merit and
appears to merely be another delay tactic by Ken Fujiyama to
maintain control of the hotel.

On Nov. 5, First-Citizens replied to the Official Committee
of Unsecured Creditors' limited opposition to the trustee's sale
motion, stating that, among other things:

   1. the trustee's motion to approve sale provides a substantial
      benefit to all parties;

   2. the trustee's motion to approve sale provides payment in the
      amount of approximately $245,000 to unsecured creditors;

   3. the current bid amount would leave First-Citizens with a
      deficiency of over $7,000,000 making First-Citizens the
      largest unsecured creditor;

   4. First-Citizens has a $262,000 super-priority claim which
      supersede payment to any unsecured claims; and

   5. Given the lack of viable alternatives, the trustee's motion
      to approve sale must be granted.

Additionally, with respect to the Committee's request for a carve-
out for payment of Committee Counsel's fees, that request must be
denied.

As reported in the Troubled Company Reporter on Nov. 13, 2013,
the Committee filed with the Court its limited opposition to the
proposed sale of the substantially all of the Debtor's assets.

The Committee explained: "If the motion is granted, the
estate will be left administratively insolvent as the proceeds
from the sale of Debtor's assets will be used to pay (1) the real
estate broker; (2) the Trustee and his counsel; and (3) First
Citizens Bank.  No money will be available to pay other
administrative claims, including for the attorneys' fees and costs
of Committee counsel or to pay any dividend whatsoever to
unsecured creditors.  The Motion, which calls for a sale of
substantially all of Debtor's assets, the payment of certain
claims (but not all administrative claims) and the dismissal of
the case, is essentially a de facto plan that could not be
confirmed under Section 1129.

"Thus, unless there is overbidding in an amount sufficient to
result in a dividend to unsecured creditors, or, unless one or
more of the secured creditors carve out a sufficient amount of
their proceeds to pay Committee counsel fees and a dividend to
unsecured creditors, the Motion should be denied.  Further, even
were the Court to grant the Motion and approve the sale of assets
and assignment of Lease No. S-5844, this case should not be
immediately dismissed."

                        County of Hawaii

The County of Hawaii asserts that: "The County of Hawaii has
issued two Orders of Violation with respect to conditions at the
Naniloa Hotel.  These Orders of Oct. 8, 2013, and Oct. 28, 2013,
provide for civil fines as set forth in the Orders.  The County
has also issued Notices of Violation of May 9, 2013, June 25,
2013, Oct. 10, 2013, and the Second Declaration of Gantry Andrade
regarding the violations of the Fire Code.

"It is the County's position that these regulatory fines are 11
U.S.C. Section 503(b) administrative expense priority claims and
must be paid as administrative expenses as provided for in the
Trustee's Motion by way of a distribution from the Administrative
Expense Fund.

"County of Hawaii, submits that the Trustee authorized to assume
and assign the DLNR Lease and sell assets of the estate on the
following conditions:

  (1) the existing civil fines as per the Orders of Oct. 8, 2013,
and Oct. 28, 2013, and any other fines incurred before the closing
are administrative expenses and must be paid pursuant to the
Administrative Expense Fund;

  (2) that if the DLNR Lease is assigned and the Estate's property
sold, the County's Notices of Violations and Orders continue in
place, and if there is a 11 U.S.C. Section 363(f) sale, the sale
is not free of the "interests" of the County of Hawaii.

  (3) the "AS IS" provision of the Purchase and Sale Agreement
requires the Buyer take the Naniloa and other property of the
Estate subject to the County of Hawaii's Notices of Violation and
Orders of Oct. 8, 2013, and Oct. 28, 2103, and any other Notices
of Violation and Orders issued by the County prior to closing."

A copy of The County of Hawaii's Response to the Trustee's Motion
is available at http://bankrupt.com/misc/hawaiioutdoor.doc512.pdf

                          Sale of Assets

As reported in the TCR on Oct. 28, 2013, David C. Farmer, Chapter
11 Trustee of Hawaii Outdoor Tours, Inc., sought the Bankruptcy
Court's approval of the sale of substantially all of the Debtor's
assets to an entity formed by America Asia Travel Center Inc.,
Ramesh Manchanda, and Nirmal Kumar.

The Trustee also sought approval of the assignment, without the
consent of any party, of the assumed, unexpired leasehold interest
under that certain State of Hawaii DLNR General Lease No. S-5844
dated Jan. 20, 2006 (the "Hotel Lease"), free and clear of liens
and encumbrances.

The Purchaser agreed to acquire the Hotel Assets for the amount
of $3,500,000.  The Purchaser also agreed to pay all amounts
necessary to cure defaults under the DLNR Lease, in an amount not
to exceed $1,500,000, so that the DLNR Lease may be assumed and
assigned.  Further, the Purchaser will replace a performance bond
in favor of the DLNR to secure the DLNR Lease in the amount of two
times the annual rent, which bond amount currently is about
$1,000,000.

The Trustee also sought authorization of partial distribution of
the sales proceeds to: (a) pay all usual and customary closing
costs paid by the Seller as provided in the PSA; (b) fund a
reserve, subject to mutual agreement with First-Citizens
Bank in an amount that the Trustee believes is appropriate for
allowed administrative expense claims and the Trustee's
professional expenses; (c) compensation under 11 U.S.C. Section
326 to the Trustee, in the reduced amount to which the Trustee and
First-Citizens have agreed; and (d) the balance to First-Citizens
on account of its senior lien secured by the Hotel.

The Trustee, after closing of the sale and final determination of
administrative expense claims, will seek dismissal of the case
because there will not be any funds nor other property remaining
to be administered under the Court's jurisdiction.

A copy of the terms of sale is available for free at:

         http://bankrupt.com/misc/HAWAIIOUTDOOR_sale.pdf

                    About Hawaii Outdoor Tours

Hawaii Outdoor Tours, Inc., operator of the Naniloa Volcanoes
Resort in Hilo, Hawaii, filed a Chapter 11 petition (Bankr. D.
Haw. Case No. 12-02279) in Honolulu on Nov. 20, 2012.  Naniloa
Volcanoes is a 382-room hotel with a nine-hole golf course.  The
64-acre property is subject to a 65-year lease, commencing Feb. 1,
2006, and provides for a total ground rent for the first 10 years
of $500,000 annually.  The Debtor used a $10 million loan from
First Regional Bank and $10 million of its own cash to invest in
the property.

First-Citizens Bank & Trust Company, which acquired the First
Regional note from the Federal Deposit Insurance Corp., commenced
foreclosure proceedings in August.  First-Citizens Bank asserts a
claim of $9.95 million.  The Debtor believes that the value of the
hotel property exceeds the amount of the First-Citizens Bank note.
Just the bricks and mortar alone was valued in excess of
$35 million by First Regional's appraiser and the insurance
company.

Bankruptcy Judge Robert J. Faris oversees the case.  Ramon J.
Ferrer, Esq., represents the Debtor as counsel.

In its schedules, the Debtor disclosed $52,492,891 in assets and
$11,756,697 in liabilities.  The petition was signed by CEO
Kenneth Fujiyama.

Ted N. Petitt, Esq., represents secured creditor First-Citizens
Bank as counsel.  Cynthia M. Johiro, Esq., represents the State of
Hawaii Department of Taxation as counsel.

Timothy J. Hogan, Esq., represents David C. Farmer, the Chapter 11
Trustee, as counsel.

Christopher J. Muzzi, Esq., at Tsugawa Biehl Lau & Muzzi, LLLC,
represents the Official Committee of Unsecured Creditors as
counsel.


HEALTHSOUTH CORP: S&P Rates $320MM Sr. Subordinated Notes 'B'
-------------------------------------------------------------
Standard & Poor's Ratings Services assigned a 'B' issue-level
rating and '6' recovery rating to Birmingham, Ala.-based
HealthSouth Corp.'s $320 million 2% convertible senior
subordinated notes due 2043.  The '6' recovery rating indicates
S&P's expectation for negligible (0%-10%) recovery in the event of
payment default.  S&P's 'BB-' corporate credit rating and all
other issue-level ratings are unchanged.  The outlook is stable.

S&P's ratings on HealthSouth reflect the company's "weak" business
risk profile and "significant" financial risk profile.  The weak
business risk incorporates HealthSouth's narrow business focus,
payor concentration, and significant reimbursement risk.  The
significant financial risk profile reflects debt leverage that S&P
expects to remain between 3x-4x, as well as the company's "strong"
liquidity.  There are no material modifiers.

Standard & Poor's has reviewed its ratings on HealthSouth Corp.,
which it labeled as "under criteria observation" (UCO) after the
publishing of its revised Corporate criteria on Nov. 19.  Standard
& Poor's expedited the review of its ratings on HealthSouth Corp.
because of the company's announced debt issue.  With S&P's
criteria review of HealthSouth complete, S&P has confirmed that
its ratings on this issuer are unaffected by the criteria changes.

RATINGS LIST

HealthSouth Corp.
Corporate Credit Rating              BB-/Stable/--

New Rating
HealthSouth Corp.
$320M 2% convertible snr sub notes
  due 2043                            B
   Recovery Rating                    6


HERITAGE CONSOLIDATED: 2nd Amended Joint Plan Declared Effective
----------------------------------------------------------------
Heritage Consolidated, LLC, et al., notified the U.S. Bankruptcy
Court for the Northern District of Texas that the Effective Date
of their Second Amended Joint Plan of Reorganization for the
Debtors, as modified, occurred on Sept. 30, 2013.

On Aug. 26, the Bankruptcy Court entered an order confirming the
Plan.

As reported in the Troubled Company Reporter on Aug. 28, 2013,
the Court, on July 12, 2013, approved the supplemental disclosure
as containing adequate information with respect to the modified
plan terms incorporated into the Second Amended Plan.

An earlier iteration of the Plan was reported in the Troubled
Company Reporter on Jan. 29.  Pursuant to the Second Amended
Disclosure Statement in support of the Debtors' First Amended
Joint Plan of Reorganization, the Plan is designed to accomplish
two primary objectives:

    (a) formation of the Liquidating Trust for the benefit of
        Creditors and Equity Interest holders into which
        substantially all of the remaining assets of the Debtors
        will be transferred so that such assets can be held and
        disposed of in such a manner as to maximize their value
        for the benefit of Creditors and Equity Interest holders;

    (b) use of proceeds from the Liquidating Trust Assets to
        satisfy Claims in accordance with a waterfall mechanism
        for Distributions set forth in the Plan and the
        Liquidating Trust Agreement.

                   About Heritage Consolidated

Heritage Consolidated LLC is a privately held company whose core
operations consist of exploration for, and acquisition,
production, and sale of, crude oil and natural gas.

Heritage Consolidated filed a Chapter 11 petition (Bankr. N.D.
Tex. Case No. 10-36484) on Sept. 14, 2010, in Dallas, Texas.
Its affiliate, Heritage Standard Corporation, also filed for
Chapter 11 protection (Bankr. N.D. Tex. Case No. 10-36485).  The
Debtors each estimated assets and debts of $10 million to
$50 million.

The Debtors tapped Malouf & Nockels LLP's as special counsel;
Munsch Hardt Kopf & Harr, P.C.; Rochelle McCullough, LLP; HSC, RM
LLP as special bankruptcy counsel to HSC; and Bridge Associates,
LLC, as financial advisor and designate Scott Pinsonnault as
interim chief restructuring officer.

The U.S. Trustee for Region 6 formed an Official Committee of
Unsecured Creditors in the Chapter 11 cases.  The Committee is
represented by Chamberlain, Hrdlicka, White, Williams & Aughtry,
as counsel.

The Bankruptcy Court confirmed the Debtors' second amended joint
plan of reorganization on Aug. 26, 2013.


IDERA PHARMACEUTICALS: Incurs $5 Million Net Loss in 3rd Quarter
----------------------------------------------------------------
Idera Pharmaceuticals, Inc., filed with the U.S. Securities and
Exchange Commission its quarterly report on Form 10-Q disclosing a
net loss applicable to common stockholders of $5.01 million on
$7,000 of alliance revenue for the three months ended Sept. 30,
2013, as compared with a net loss applicable to common
stockholders of $4.82 million on $3,000 of alliance revenue for
the same period a year ago.

For the nine months ended Sept. 30, 2013, the Company incurred a
net loss applicable to common stockholders of $14.72 million on
$43,000 of alliance revenue as compared with a net loss applicable
to common stockholders of $15.92 million on $40,000 of alliance
revenue for the same period during the prior year.

The Company's balance sheet at Sept. 30, 2013, showed
$39.57 million in total assets, $2.46 million in total liabilities
and $37.11 million in total stockholders' equity.

A copy of the Form 10-Q is available for free at:

                        http://is.gd/i62yKs

                    About Idera Pharmaceuticals

Cambridge, Massachusetts-based Idera Pharmaceuticals, Inc., is a
clinical stage biotechnology company engaged in the discovery and
development of novel synthetic DNA- and RNA-based drug candidates
that are designed to modulate immune responses mediated through
Toll-like Receptors, or TLRs.  The Company has two drug
candidates, IMO-3100, a TLR7 and TLR9 antagonist, and IMO-8400, a
TLR7, TLR8, and TLR9 antagonist, in clinical development for the
treatment of autoimmune and inflammatory diseases.

In the auditors' report on the consolidated financial statements
for the year ended Dec. 31, 2012, Ernst & Young LLP, in Boston,
Mass., expressed substantial doubt about Idera's ability to
continue as a going concern, citing recurring losses and negative
cash flows from operations and the necessity to raise additional
capital or alternative means of financial support, or both, prior
to Dec. 31, 2013, in order to continue to fund its operations.

The Company reported a net loss of $19.2 million on $51,000 of
revenue in 2012, compared with a net loss of $23.8 million on
$53,000 of revenue in 2011.  Revenue in 2012 and 2011 consisted of
reimbursement by licensees of costs associated with patent
maintenance.


INSTITUTO MEDICO: Wants to Employ Latimer Biaggi as Counsel
-----------------------------------------------------------
Instituto Medico del Norte, Inc., asks the U.S. Bankruptcy Court
for the District of Puerto Rico for authorization to employ the
law firm of Latimer, Biaggi, Rachid & Godreau as counsel for the
Debrtor.

Latimer, Biaggi, Rachid & Godreau will provide these services:

   a) give Debtor legal advice with respect to its Chapter 11
case.

   b) represent Debtor in any adversary proceeding, index or
contested matter filed by or against Debtor.

   c) represent or advise Debtor in any other matter requested by
it.

   d) defend in Court Debtor's Disclosure Statement and Plan.

   e) take care of other confirmation issues related to Debtor.

The Debtor assures the Court that the law firm represents no other
entity in connection with its case, is disinterested as the term
is defined in Section 101(14) of the Bankruptcy Code, and
represents or holds no interest adverse to the interest of the
estate with respect to the matters on which it is to be employed.

Attorneys at the firm will be paid at the rate of $250 per hour,
plus expenses.  All associates will be paid $125 per hour plus
expenses.  A retainer of $20,000 has already been paid.

                      About Instituto Medico

Instituto Medico del Norte, Inc., aka Centro Medico Wilma N.
Vazquez, aka Hospital Wilma N. Vazquez Skill Nursing Facility of
Centro Medico Wilma N. Vazquez, sought protection under Chapter 11
of the Bankruptcy Code on Oct. 30, 2013 (Bankr. D.P.R. Case No.
13-08961).  The case is assigned to Judge Mildred Caban Flores.

The Debtor is represented by Fausto David Godreau Zayas, Esq. --
dgodreau@LBRGlaw.com -- and Rafael A Gonzalez Valiente, Esq. --
rgonzalez@lbrglaw.com -- at LATIMER BIAGGI RACHID & GODREAU, in
San Juan, Puerto Rico.


INTEGRATED BIOPHARMA: Posts $298,000 Net Income in Sept. 30 Qtr.
----------------------------------------------------------------
Integrated Biopharma, Inc., filed with the U.S. Securities and
Exchange Commission its quarterly report on Form 10-Q disclosing
net income of $298,000 on $9.19 million of net sales for the three
months ended Sept. 30, 2013, as compared with a net loss of
$972,000 on $8.48 million of net sales for the same period during
the prior year.

The Company's balance sheet at Sept. 30, 2013, showed
$12.56 million in total assets, $22.55 million in total
liabilities and a $9.99 million total stockholders' deficiency.

A copy of the Form 10-Q is available for free at:

                        http://is.gd/6cxb0d

                    About Integrated BioPharma

Based in Hillside, N.J., Integrated BioPharma, Inc. (INBP.OB) --
-- http://www.healthproductscorp.us/-- is engaged primarily in
manufacturing, distributing, marketing and sales of vitamins,
nutritional supplements and herbal products.  The Company's
customers are located primarily in the United States.  The Company
was previously known as Integrated Health Technologies, Inc., and,
prior to that, as Chem International, Inc.  The Company was
reincorporated in its current form in Delaware in 1995.  The
Company continues to do business as Chem International, Inc., with
certain of its customers and certain vendors.

"At June 30, 2013, we had cash of approximately $55,000 and a
working capital deficit of approximately $2.5 million.  Our
working capital deficit includes (i) $4.5 million outstanding
under our revolving line of credit which is not due until July
2017, but is classified as current due to a subjective
acceleration clause that could cause the advances to become
currently due and (ii) $0.3 million in long term debt which is
also classified as current due to a prepayment provision in
connection with our term loan with PNC Bank, National Association.
These factors have raised substantial doubt as to our ability to
continue as a going concern in previous years and we may continue
to generate net losses for the foreseeable future.  Although we
were able to achieve profitability, we did not do so until the
fourth quarter of our fiscal year ended June 30, 2013.  We cannot
assure that we will remain profitable, although we have taken
several actions to correct the continued losses, including
reducing our selling and administrative expenses by approximately
$3.7 million or 46% and refinancing our debt to, among other
things, provide for a maturity of 5 years, with approximately 4
years remaining as of June 30, 2013," the Company said in its
annual report for the year ended June 30, 2013.


INTEGRATED HEALTHCARE: Incurs $20 Million Loss in Sept. 30 Qtr.
---------------------------------------------------------------
Integrated Healthcare Holdings, Inc., filed with the U.S.
Securities and Exchange Commission its quarterly report on Form
10-Q disclosing a net loss attributable to the Company of $20.38
million on $84.26 million of net patient service revenues for the
three months ended Sept. 30, 2013, as compared with net income
attributable to the Company of $2.58 million on $124.98 million of
net patient service revenues for the same period a year ago.

For the six months ended Sept. 30, 2013, the Company reported net
income attributable to the Company of $25.02 million on $307.41
million of net patient service revenues as compared with a net
loss attributable to the Company of $892,000 on $205.80 million of
net patient service revenues for the same period a year ago.

The Company's balance sheet at Sept. 30, 2013, showed $218.88
million in total assets, $224.65 million in total liabilities and
a $5.76 million total stockholders' deficiency.

A copy of the Form 10-Q is available for free at:

                        http://is.gd/49HXms

                   About Integrated Healthcare

Santa Ana, Calif.-based Integrated Healthcare Holdings, Inc., owns
and operates four community-based hospitals located in southern
California.

Integrated Healthcare incurred a net loss of $15.86 million on
$383.50 million of net patient service revenues for the year ended
March 31, 2013, as compared with net income of $7.94 million on
$362.19 million of net patient service revenues for the year ended
March 31, 2012.


INTELLICELL BIOSCIENCES: Delays Form 10-Q for Third Quarter
-----------------------------------------------------------
Intellicell Biosciences, Inc., notified the U.S. Securities and
Exchange Commission that it will be delayed in filing its
quarterly report on Form 10-Q for the period ended Sept. 30, 2013.
The Company said the compilation, dissemination and review of the
information required to be presented in the Form 10-Q for the
relevant period has imposed time constraints that have rendered
timely filing of the Form 10-Q impracticable without undue
hardship and expense to the Company.  The Company undertakes the
responsibility to file that report no later than five days after
its original prescribed due date.

                  About Intellicell Biosciences

Intellicell BioSciences, Inc., headquartered in New York, N.Y.,
was formed on Aug. 13, 2010, under the name "Regen Biosciences,
Inc." as a pioneering regenerative medicine company to develop and
commercialize regenerative medical technologies in large markets
with unmet clinical needs.  On Feb. 17, 2011, the company changed
its name from "Regen Biosciences, Inc." to "IntelliCell
BioSciences Inc".  To date, IntelliCell has developed proprietary
technologies that allow for the efficient and reproducible
separation of stromal vascular fraction (branded
"IntelliCell(TM)") containing adipose stem cells that can be
performed in tissue processing centers and in doctors' offices.

Intellicell disclosed a net loss of $4.15 million on $534,942 of
revenues for the year ended Dec. 31, 2012, as compared with a net
loss of $32.83 million on $99,192 of revenues during the prior
year.  The Company's balance sheet at June 30, 2013, showed $3.70
million in total assets, $10.57 million in total liabilities and a
$6.86 million total stockholders' deficit.

Rosen Seymour Shapss Martin & Company LLP stated in their report
that the Company's financial statements for the fiscal years ended
Dec. 31, 2012, and 2011, were prepared assuming that the Company
would continue as a going concern.  The Company's ability to
continue as a going concern is an issue raised as a result of the
Company's recurring losses from operations and its net capital
deficiency.  The Company continues to experience net operating
losses.  The Company's ability to continue as a going concern is
subject to its ability to generate a profit.


INTERMETRO COMMUNICATIONS: Incurs $873,000 Net Loss in 3rd Qtr.
---------------------------------------------------------------
InterMetro Communications, Inc., filed with the U.S. Securities
and Exchange Commission its quarterly report on Form 10-Q
disclosing a net loss of $873,000 on $2.39 million of net revenues
for the three months ended Sept. 30, 2013, as compared with net
income of $271,000 on $5.52 million of net revenues for the same
period during the prior year.

For the nine months ended Sept. 30, 2013, the Company reported a
net loss of $1.58 million on $9.59 million of net revenues as
compared with net income of $267,000 on $14.86 million of net
revenues for the same period a year ago.

The Company's balance sheet at Sept. 30, 2013, showed $3.24
million in total assets, $15.06 million in total liabilities and a
$11.81 million total stockholders' deficit.

A copy of the Form 10-Q is available for free at:

                        http://is.gd/XyWva5

                          About InterMetro

Simi Valley, Calif.-based InterMetro Communications, Inc.,
-- http://www.intermetro.net/-- is a Nevada corporation which
through its wholly owned subsidiary, InterMetro Communications,
Inc. (Delaware), is engaged in the business of providing voice
over Internet Protocol ("VoIP") communications services.

InterMetro Communications disclosed net income of $699,000 on
$20.06 million of net revenues for the year ended Dec. 31, 2012,
as compared with net income of $3.61 million on $21.31 million of
net revenue in 2011.

Gumbiner Savett Inc., in Santa Monica, California, issued a "going
concern" qualification on the consolidated financial statements
for the year ended Dec. 31, 2012.  The independent auditors noted
that the Company incurred net losses in previous years, and as of
Dec. 31, 2012, the Company had a working capital deficit of
approximately $7,460,000 and a total stockholders' deficit of
approximately $10,692,000.  The Company anticipates that it will
not have sufficient cash flow to fund its operations in the near
term and through fiscal 2013 without the completion of additional
financing.


INTERLEUKIN GENETICS: Incurs $2.2 Million Net Loss in 3rd Qtr.
--------------------------------------------------------------
Interleukin Genetics, Inc., filed with the U.S. Securities and
Exchange Commission its quarterly report on Form 10-Q disclosing a
net loss of $2.17 million on $419,041 of total revenue for the
three months ended Sept. 30, 2013, as compared with a net loss of
$1.28 million on $420,011 of total revenue for the same period a
year ago.

For the nine months ended Sept. 30, 2013, the Company reported a
net loss of $5.15 million on $1.75 million of total revenue as
compared with a net loss of $3.93 million on $1.89 million of
total revenue for the same period during the prior year.

The Company's balance sheet at Sept. 30, 2013, showed $10.12
million in total assets, $3.09 million in total liabilities and
$7.03 million in total stockholders' equity.

A copy of the Form 10-Q is available for free at:

                          http://is.gd/4YROYA

                           About Interleukin

Waltham, Mass.-based Interleukin Genetics, Inc., is a personalized
health company that develops unique genetic tests to provide
information to better manage health and specific health risks.

Interleukin Genetics disclosed a net loss of $5.12 million in
2012, as compared with a net loss of $5.02 million in 2011.

Grant Thornton LLP, in Boston, Massachusetts, issued a "going
concern" qualification on the consolidated financial statements
for the year ended Dec. 31, 2012.  The independent auditors noted
that the Company incurred a net loss of $5,120,084 during the year
ended December 31, 2012, and as of that date, the Company's total
liabilities exceeded its total assets by $13,623,800.  These
conditions, among other factors, raise substantial doubt about the
Company's ability to continue as a going concern.

                        Bankruptcy Warning

"We have retained a financial advisor and are actively seeking
additional funding, however, based on current economic conditions,
additional financing may not be available, or, if available, it
may not be available on favorable terms.  In addition, the terms
of any financing may adversely affect the holdings or the rights
of our existing shareholders.  For example, if we raise additional
funds by issuing equity securities, further dilution to our then-
existing shareholders will result.  Debt financing, if available,
may involve restrictive covenants that could limit our flexibility
in conducting future business activities.  We also could be
required to seek funds through arrangements with collaborators or
others that may require us to relinquish rights to some of our
technologies, tests or products in development.  Our common stock
was delisted from the NYSE Amex in 2010 and is currently trading
on the OTCQBTM.  As a result, our access to capital through the
public markets may be more limited.  If we cannot obtain
additional funding on acceptable terms, we may have to discontinue
operations and seek protection under U.S. bankruptcy laws,"
the Company said in its quarterly report for the ended March 31,
2013.


INT'L FOREIGN EXCHANGE: Gets $1.45-Mil. DIP Loan Approval
---------------------------------------------------------
Michael Bathon, substituting for Bill Rochelle, the bankruptcy
columnist for Bloomberg News, reports that International Foreign
Exchange Concepts Holdings Inc., the holding company for FX
Concepts LLC, won court approval of a loan of as much as $1.45
million to help fund operations in bankruptcy.

According to the report, the company sought creditor protection in
U.S. Bankruptcy Court in Manhattan last month, eight days after FX
Concepts said it would shutter its investment-management business
as assets declined. International Foreign Exchange Concepts LP, an
associated unit, listed as much as $50 million in assets and debt
each.

FX Concepts, the currency hedge fund founded by John Taylor in
1981, was once the world's largest with more than $14 billion in
assets at its peak, the company said in court documents. The San
Francisco Employees' Retirement System voted on Sept. 11 to pull
the more than $450 million it had invested, which, according to
the company, was the "final straw."

"That investment made up almost 66 percent of the debtors' total
assets under management at that point, and the redemption proved
fatal to the debtors' business," FX Concepts said in court
documents.

The New York-based hedge fund's assets under management had shrunk
to $661 million as of Sept. 26, according to data from the
company's investor website.

           About International Foreign Exchange Concepts

International Foreign Exchange Concepts Holdings, Inc., and
International Foreign Exchange Concepts, L.P., sought protection
under Chapter 11 of the Bankruptcy Code (Bankr. S.D.N.Y. Case No.
13-13380) on Oct. 17, 2013.

Judge Robert Gerber oversees the case.  Counsel to the Debtors is
Henry P. Baer, Jr., Esq., at Finn Dixon & Herling LLP, in
Stamford, Connecticut.  The Debtors' restructuring advisors is CDG
Group.  The Debtors' special counsel is Withers Bergman LLP.  The
Debtors' notice, claims, solicitation and balloting agent is Logan
& Company, Inc.

Counsel to AMF-FXC Finance LLC, the DIP lender, is Michael L.
Cook, Esq., and Christopher Harrison, Esq., at Schulte Roth &
Zabel LLP, in New York.


JAMES DRIVE: Case Summary & 5 Unsecured Creditors
-------------------------------------------------
Debtor: James Drive, LLC
        1600 James Drive
        Mount Prospect, IL 60056

Case No.: 13-44917

Chapter 11 Petition Date: November 20, 2013

Court: United States Bankruptcy Court
       Northern District of Illinois (Chicago)

Judge: Hon. Donald R Cassling

Debtor's Counsel: James J Macchitelli, Esq.
                  LAW OFFICE OF JAMES J. MACCHITELLI
                  1051 Perimeter Dr, Suite 400
                  Schaumburg, IL 60173
                  Tel: (847) - 414-4532
                  Fax: (847) - 890-6457
                  Email: jimmymacc@aol.com

Total Assets: $3.22 million

Total Liabilities: $1.92 million

The petition was signed by Orazio Ceravolo, member.

A list of the Debtor's five largest unsecured creditors is
available for free at http://bankrupt.com/misc/ilnb13-44917.pdf


JEFFERSON COUNTY, AL: JPMorgan Deal Said to Be Preferable to Suit
-----------------------------------------------------------------
Steven Church, writing for Bloomberg News, reported that Jefferson
County, Alabama's, bankruptcy deal with JPMorgan Chase & Co. and
other creditors would lock in more than $1.4 billion in
concessions without the risk of suing the bank, a consultant said
in court.

According to the report, Eric Rothstein, a county utility rate
consultant, said yesterday that those savings are a safer
proposition than the $1.6 billion that could be won in a lawsuit
that opponents of the county's bankruptcy exit plan want to
pursue.

"That $1.4 billion writedown is a certainty," Rothstein said in
U.S. Bankruptcy Court in Birmingham, the county seat, the report
cited. "The $1.6 billion number is speculative, and I believe must
be discounted."

Rothstein was testifying at the start of a hearing on whether to
approve Jefferson County's bankruptcy-exit plan, which is built on
concessions from JPMorgan and other creditors, the report related.

The proceeding is set to continue on Nov. 21 before U.S.
Bankruptcy Judge Thomas Bennett, who will decide whether to
approve the plan or side with two groups of lawyers who want to
sue the bank and others for their role in issuing more than $3
billion in debt that was tainted by a bribery scandal, the report
said.

                     About Jefferson County

Jefferson County has its seat in Birmingham, Alabama.  It has a
population of 660,000.

Jefferson County filed a bankruptcy petition under Chapter 9
(Bankr. N.D. Ala. Case No. 11-05736) on Nov. 9, 2011, after an
agreement among elected officials and investors to refinance
$3.1 billion in sewer bonds fell apart.

John S. Young Jr. LLC was appointed as receiver by Alabama Circuit
Court Judge Albert Johnson in September 2010.

Jefferson County's bankruptcy represents the largest municipal
debt adjustment of all time.  The county said that long-term debt
is $4.23 billion, including about $3.1 billion in defaulted sewer
bonds where the debt holders can look only to the sewer system for
payment.

The county said it would use the bankruptcy court to put a value
on the sewer system, in the process fixing the amount bondholders
should be paid through Chapter 9.

Judge Thomas B. Bennett presides over the Chapter 9 case.  Lawyers
at Bradley Arant Boult Cummings LLP and Klee, Tuchin, Bogdanoff &
Stern LLP, led by Kenneth Klee, represent the Debtor as counsel.
Kurtzman Carson Consultants LLC serves as claims and noticing
agent.  Jefferson estimated more than $1 billion in assets.  The
petition was signed by David Carrington, president.

The bankruptcy judge in January 2012 ruled that the state court-
appointed receiver for the sewer system largely lost control as a
result of the bankruptcy. Before deciding whether Jefferson County
is eligible for Chapter 9, the bankruptcy judge will allow the
Alabama Supreme Court to decide whether sewer warrants are the
equivalent of "funding or refunding bonds" required under state
law before a municipality can be in bankruptcy.

U.S. District Judge Thomas B. Bennett ruled in March 2012 that
Jefferson County is eligible under state law to pursue a debt
restructuring under Chapter 9.  Holders of more than $3 billion in
defaulted sewer debt had challenged the county's right to be in
Chapter 9.

In June 2013, the county reached settlement with holders of
78 percent of the $3.1 billion in sewer debt at the core of the
county's financial problems.  The bondholders will be paid
$1.84 billion through a refinancing, according to a term sheet.
The settlement calls for JPMorgan Chase & Co., the owner of
$1.22 billion in bonds, to make the largest concessions so other
bondholder will recover more.

On June 30, 2013, Jefferson County filed a Chapter 9 plan of debt
adjustment.  Pursuant to the Plan, sewer bondholders will receive
65 percent in cash.  If they elect to waive claims against
JPMorgan and bond insurers, they receive 80 percent in cash.
Bondholders supporting the plan already agreed to waive claims and
receive the larger recovery.  Existing sewer bonds will be
canceled in exchange for payments under the plan.  The county will
fund plan distributions by selling new sewer bonds calculated to
generate $1.96 billion to cover the $1.84 billion earmarked for
existing sewer bondholders.  JPMorgan has agreed to waive $842
million of the sewer debt and a $657 million swap debt, resulting
in an 88 percent overall write off by JPMorgan.  To finance the
new sewer bonds, there will be 7.4 percent in rate increases for
sewer customers in each of the first four years.  In later years,
rate increases will be 3.5 percent.


KRATOS DEFENSE: S&P Revises Outlook to Negative & Affirms 'B' CCR
-----------------------------------------------------------------
Standard & Poor's Ratings Services revised its outlook on San
Diego, Calif.-based Kratos Defense & Security Solutions Inc.
(Kratos) to negative from stable.  At the same time, S&P affirmed
all other ratings, including the 'B' corporate credit rating.

The outlook revision reflects weaker-than-expected earnings and
cash flow, combined with continued uncertainty surrounding the
defense budget, which has caused us to revise our base-case
scenario.  S&P now expects debt to EBITDA to remain around 6.5x
through 2014 (this ratio was 6.7x for the last 12 months ended
Sept. 29, 2013) compared with prior expectations of 5x-5.5x in
2014.

"While Kratos has already experienced order delays stemming from
sequestration, we believe significant uncertainty surrounding the
U.S. defense budget could further disrupt demand and volatility
around our base-case forecast," said credit analyst Chris Mooney.
In January 2014, sequestration cuts will increase $20 billion from
the level in fiscal 2013 unless Congress acts to change current
legislation.  This could result in lower funding for some of the
programs Kratos participates on.  Separately, as part of the deal
to end the 16-day government shutdown in October 2013, Congress
passed a continuing resolution (CR) that funds the military and
the rest of the government through Jan. 15, 2014.  The CR limits
funding to fiscal 2013 levels (after sequestration) and restricts
the start of new programs, creating further uncertainty and
potential order delays.  Still, S&P believes Kratos is fairly
well-positioned in relatively high-priority areas of the defense
budget, such as electronic warfare products (about 20% of total
sales), satellite communications products and services (20%), and
missile defense targets and drones (10%-15%), which should sustain
funding for key programs over the long-term.

S&P's "weak" business risk profile assessment incorporates Kratos'
modest scale, compared with some industry players, and exposure to
declining defense budgets, which is partially offset by good
program and customer diversity for its size.  S&P assess Kratos'
financial risk profile as "highly leveraged" because of its weak
credit metrics.  These assessments form the basis for S&P's 'b'
initial analytical outcome ("anchor") under its recently
implemented corporate rating criteria, and S&P do not apply any
rating modifiers, which results in a 'B' corporate credit rating.

S&P's base-case scenario assumes:

   -- Relatively flat to slightly declining sales and earnings in
      2014, with modest improvement in 2015;

   -- Improved free cash flow generation in 2014 due to faster
      collection of receivables;

   -- Refinancing of existing notes over the next year, which,
      depending on timing, could initially modestly raise debt;

   -- Debt reduction with cash in excess of $50 million on the
      balance sheet; and

   -- No acquisitions over the next two years.

Based on these assumptions, S&P arrives at the following credit
measures:

   -- Debt/EBITDA of 6.2x-6.7x in 2014 and around 6x in 2015;

   -- Funds from operations to debt of 7%-11% through 2015; and

   -- EBITDA interest coverage of 1.7x-2.2x through 2015.

The rating outlook is negative, which reflects the uncertainty
surrounding the defense budget environment and the potential for
further disruptions in demand.  Still, S&P believes that most of
the company's programs are in areas that will continue to receive
relatively solid funding in a declining overall budget, which
should result in flat to modestly declining revenues and earnings
over the next year, with debt to EBITDA of 6.2x-6.7x in 2014.

S&P could lower the rating if reduced funding for Kratos' programs
decreases EBITDA interest coverage to less than 1.5x.  Although
unlikely, S&P could also lower the rating if it assess Kratos'
liquidity as "less than adequate."

S&P could revise the outlook to stable if defense budget clarity
improves and debt to EBITDA improves to the low-6x area, which
would most likely be caused by debt reduction.


LEA POWER: Fitch Affirms BB+ Rating on $305.4MM Secured Bonds
-------------------------------------------------------------
Fitch Ratings affirmed the 'BB+' rating of Lea Power Partners,
LLC's (the project) $305.4 million ($268.6 million outstanding)
senior secured bonds due 2033. The Rating Outlook remains Stable.

Key Rating Drivers:

-- Stable Revenue Profile: The project is supported by a 25-year
tolling agreement with Southwestern Public Service (SPS) under
which SPS purchases capacity, energy and ancillary services
through 2033. Capacity payments provide roughly 80-90% of the
total revenues at a fixed price over the power purchase agreement
(PPA) term. SPS is rated 'BBB' with a Stable Outlook by Fitch.
(Midrange)

-- PPA Mitigates Supply Risk: The PPA with SPS is structured as a
tolling agreement, eliminating price and volume risks associated
with natural gas supply as SPS is responsible for providing the
fuel to the project site. (Stronger)

-- Strong Operational Performance, Increased Cost Stability: The
project has maintained high availability, adding incremental
variable revenues through dispatch availability in addition to
fixed capacity payments. Operating costs have stabilized after
several years of variability, albeit at a higher expense level
than originally projected. Positively, the execution of a Long
Term Service Agreement (LTSA) with Mitsubishi helps to smooth
operating costs during major overhaul years over the contract
term, set to expire in 2022. (Midrange)

-- Typical Debt Structure: Debt structure features include a 6-
month debt service reserve, working capital reserve and a major
maintenance reserve based on 100% of the current year overhaul
expenses and 50% of the following year's expenses which Fitch
views as typical for a thermal power project. Under Fitch's rating
case the project has an average debt service reserve (DSCR) of
1.37 times (x) with a minimum of 1.20x. (Midrange)

Rating Sensitivities:

-- Operating performance shortfall: A significant and sustained
change to the operating performance and availability of the
project would reduce financial cushion and could result in a
downgrade.

-- Cost profile changes: Increased operating costs above 10% would
erode cash flow beyond current projections while sustained long
term cost reductions could help to support project cash flow at a
higher rating level.

Security:

The bondholders have a first-priority security interest in all
real and personal property, tangible and intangible assets,
revenues, accounts, project documents and ownership interests in
LPP. The project is also backed by a $13 million liquidity reserve
letter of credit.

Credit Update:

Following a revision to the major maintenance funding mechanism in
2012 which altered the amount of reserve funding required each
year, the project has met Fitch's base case projections. Year-to-
date DSCR through September 2013 is approximately 1.42x on a
rolling 12-month average basis. Operations have been stable with
scheduled outages related to inspections on each turbine and
related balance of plant maintenance as a result of the
inspections. Year to date availability remained in line with
historical operations at 95.81%. The year to date forced outage
rate is low at 0.85% compared to 1.33% during 2012.

Positively, the project was able to earn a bonus payment under
their PPA related to heat rate testing. The bonus payment allows
the project to earn incremental revenue calculated as 50% of the
fuel savings related to the plant's operating efficiency. The
impact is minor at roughly $20,000 earned per month; however, the
bonus reflects the project's strong operations and improvements
over early performance shortfalls. The project's capacity factor
of 64.57% through September is slightly above 2012 dispatch of
61.76%.

Fitch's rating case incorporates a 10% stress to operating and
maintenance costs due to the expiration of the LTSA in 2022,
increasing the potential for cost volatility over the remaining
tenor of the debt. The Fitch rating case also incorporates a
haircut to availability to demonstrate the project's resilience
under an outage scenario. DSCRs average 1.30x through 2021 with a
minimum of 1.20x in 2032. The overall average DSCR through 2033 is
1.37x due to a sculpted debt service profile that provides higher
coverage in the 2022-2027 period.

The project consists of a 604 megawatt natural gas fired,
combined-cycle electric generating facility selling energy and
capacity under a 25-year PPA with SPS. SPS purchases capacity at a
fixed price and obtains full dispatch rights over the facility.
Hobbs is reimbursed for nonfuel variable operating costs through a
separate fixed-price energy payment. The PPA is structured as a
tolling agreement, and SPS is responsible for providing natural
gas fuel. SPS is a fully integrated, investor-owned electric
utility serving New Mexico and parts of Texas. The project entered
into an LTSA with Mitsubishi Power Systems Americas, Inc. in 2011
which is set to expire in 2022 based on projected run hours. First
Reserve Energy Infrastructure Fund North American Power I, LLC
owns a 100% indirect equity interest in LPP and provides the $13
million liquidity reserve letter of credit.


LIBERTY TIRE: S&P Retains 'B-' Sr. Unsecured Rating After Add-On
----------------------------------------------------------------
Standard & Poor's Ratings Services' 'B-' rating on Pittsburgh-
based Liberty Tire Recycling Holdco LLC's senior unsecured notes
is based on the issuer's "highly leveraged" financial risk
profile, marked by its sizable amount of debt and debt-like
obligations relative to cash flow.  The ratings also reflect the
company's "weak" business risk profile, characterized by its
exposure to economic and construction cycles and its limited scope
of operations.  The company's favorable competitive position in
its niche market partially offsets these factors.

Standard & Poor's has reviewed its ratings on Liberty Tire
Recycling Holdco LLC, which it labeled as "under criteria
observation" (UCO) after the publishing of its revised Corporate
criteria on Nov. 19.  Standard & Poor's expedited the review of
its ratings on Liberty Tire Recycling Holdco LLC because of the
company's announced debt issue (see "How Standard & Poor's Plans
To Finalize--And Apply--Its Corporate Ratings Criteria," published
on Nov. 13, 2013).  With S&P's criteria review of Liberty Tire
Recycling Holdco LLC complete, it has confirmed that its ratings
on this issuer are unaffected by the criteria changes.

RATINGS LIST

Liberty Tire Recycling Holdco LLC
Corporate Credit Rating               B-/Stable/--

Liberty Tire Recycling Holdco LLC
Liberty Tire Recycling Finance Inc.
$225 Mil. Senior Unsecured Notes      B-
   Recovery Rating                     4


LONGVIEW POWER: Dec. 18 Hearing on Adequacy of Plan Outline
-----------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware with
convene a hearing on Dec. 18, 2013, at 1:00 p.m., to consider the
adequacy of the Disclosure Statement explaining Longview Power,
LLC, et al.'s Joint Plan of Reorganization dated Nov. 13, 2013.
Objections, if any, are due Dec. 11, at 4:00 p.m.

As reported on the Troubled Company Reporter on Nov. 18, 2013, the
Plan will drop $1 billion in debt from the Debtor's balance sheet
and raise money to cover the cost of fixing the Plant.  According
to a Dow Jones report, outlined in papers filed Nov. 13 in the
U.S. Bankruptcy Court in Wilmington, Del., Longview's
restructuring proposal has the support of senior lenders who have
agreed to swap some of their debt for equity in a reorganized
company.  Some of them have signed up to provide a $150 million
loan to fund Longview's exit from Chapter 11, as well as fix the
plant and keep it running, saving some 650 jobs in the process.

The new loan and the Chapter 11 plan marks a way out for Longview
not just from bankruptcy but from a looming cash crunch, the
report said.  With some $58 million worth of letter of credit
borrowing power locked up in a dispute with contractors, and a
plant running at partial capacity, Longview has warned of possible
irreparable harm if the financing does not go through.

The company is pushing for a Feb. 10, 2014, confirmation hearing
on the Chapter 11 exit plan, the report added.  Terms of the
turnaround financing call for Longview to emerge from bankruptcy
in early March.

                     About Longview Power LLC

Longview Power LLC is a special purpose entity created to
construct, own, and operate a 695 MW supercritical pulverized
coal-fired power plant located in Maidsville, West Virginia, just
south of the Pennsylvania border and approximately 70 miles south
of Pittsburgh.  The project is owned 92% by First Reserve
Corporation (First Reserve or sponsor), a private equity firm
specializing in energy industry investments, through its affiliate
GenPower Holdings (Delaware), L.P., and 8% by minority interests.

Longview Power, LLC, filed a Chapter 11 (Bank. D. Del. Lead Case.
13-12211) on Aug. 30, 2013.  The petitions were signed by Jeffery
L. Keffer, the Company's chief executive officer, president,
treasurer and secretary.  The Debtor estimated assets and debts of
more than $1 billion.  Judge Brendan Linehan Shannon presides over
the case.  Kirkland & Ellis LLP and Richards, Layton & Finger,
P.A., serve as the Debtors' counsel.  Lazard Freres & Company LLC
acts as the Debtors' investment bankers.  Alvarez & Marsal North
America, LLC, is the Debtors' restructuring advisors.  Ernst &
Young serves as the Debtors' accountants.  The Debtors' claims
agent is Donlin, Recano & Co. Inc.

The Debtor disclosed assets of $1,717,906,595 plus undisclosed
amounts and liabilities of $1,075,748,155 plus undisclosed
amounts.

Roberta A. DeAngelis, U.S. Trustee for Region 3, disclosed that as
of September 11, 2013, a committee of unsecured creditors has not
been appointed in the case due to insufficient response to the
U.S. Trustee's communication/contact for service on the committee.


LONGVIEW POWER: Files Schedules of Assets and Liabilities
---------------------------------------------------------
Longview Power, LLC, filed with the U.S. Bankruptcy Court for the
District o Delaware its schedules of assets and liabilities,
disclosing:

     Name of Schedule              Assets         Liabilities
     ----------------            -----------      -----------
  A. Real Property               $15,590,377*
  B. Personal Property        $1,702,316,218*
  C. Property Claimed as
     Exempt
  D. Creditors Holding
     Secured Claims                            $1,061,234,863*
  E. Creditors Holding
     Unsecured Priority
     Claims                                                $0
  F. Creditors Holding
     Unsecured Non-priority
     Claims                                       $14,513,292*
                                 -----------      -----------
        TOTAL                 $1,717,906,595*   $1,075,748,155*

* plus undetermined amount

A copy of the schedules is available for free at
http://bankrupt.com/misc/LONGVIEW_POWER_sal.pdf

                     About Longview Power LLC

Longview Power LLC is a special purpose entity created to
construct, own, and operate a 695 MW supercritical pulverized
coal-fired power plant located in Maidsville, West Virginia, just
south of the Pennsylvania border and approximately 70 miles south
of Pittsburgh.  The project is owned 92% by First Reserve
Corporation (First Reserve or sponsor), a private equity firm
specializing in energy industry investments, through its affiliate
GenPower Holdings (Delaware), L.P., and 8% by minority interests.

Longview Power, LLC, filed a Chapter 11 (Bank. D. Del. Lead Case.
13-12211) on Aug. 30, 2013.  The petitions were signed by Jeffery
L. Keffer, the Company's chief executive officer, president,
treasurer and secretary.  The Debtor estimated assets and debts of
more than $1 billion.  Judge Brendan Linehan Shannon presides over
the case.  Kirkland & Ellis LLP and Richards, Layton & Finger,
P.A., serve as the Debtors' counsel.  Lazard Freres & Company LLC
acts as the Debtors' investment bankers.  Alvarez & Marsal North
America, LLC, is the Debtors' restructuring advisors.  Ernst &
Young serves as the Debtors' accountants.  The Debtors' claims
agent is Donlin, Recano & Co. Inc.

Roberta A. DeAngelis, U.S. Trustee for Region 3, disclosed that as
of September 11, 2013, a committee of unsecured creditors has not
been appointed in the case due to insufficient response to the
U.S. Trustee's communication/contact for service on the committee.


M REALTY: Voluntary Chapter 11 Case Summary
-------------------------------------------
Debtor: M Realty, LLC
        47 Brook Rd
        Valley Stream, NY 11581

Case No.: 13-75883

Chapter 11 Petition Date: November 20, 2013

Court: Untied States Bankruptcy Court
       Eastern District of New York (Central Islip)

Judge: Hon. Robert E. Grossman

Debtor's Counsel: Pro Se

Estimated Assets: $1 million to $10 million

Estimated Liabilities: $1 million to $10 million

The petition was signed by Michael Smith, authorized individual.

The Debtor did not file a list of its largest unsecured creditors
when it filed the petition.


M&F SPA: Assets to Be Sold at Auction Nov. 25
---------------------------------------------
Assets of M&F Spa LLC will be sold to the highest bidder at
auction on Nov. 25, 2013, at 10:00 a.m. at the Cumberland County
Courthouse Door, Fayetteville, North Carolina.

The assets are located in North Carolina and serve as collateral
to debt owed to RREF II BB Acquisitions, LLC.  M&F Spa is in
default on the debt.  The amount of the debt wasn't disclosed in
the notice of the sale.

A cash deposit of the greater of 5% of the amount bid or $750
dollars will be required at the sale; balance due upon delivery of
the Substitute Trustee's Deed.  Any successful bidder shall be
required to tender the full balance of the purchase price so bid
in cash or certified check at the time the Substitute Trustee
tenders to him a deed for the property or attempts to tender such
deed. This sale will be held open for 10 days for upset bids as
required by law.

BB&T Collateral Service Corporation, for the benefit of Branch
Banking and Trust Company, as Beneficiary, serves as Trustee for
the assets.  It was later replaced by:

         John H. Britton
         as Substitute Trustee
         Britton Law P.A.
         2850 Village Drive, Suite 105
         Fayetteville, NC 28304
         Tel: (910) 339-6603


MAXCOM TELECOMUCACIONES: Capital Increase Will Be $2.23 Billion
---------------------------------------------------------------
Maxcom Telecomunicaciones, S.A.B. de C.V., announced in a press
release Wednesday that in connection with the capital increase
approved by the Shareholders Meeting dated Oct. 2, 2013, after the
expiration date of the preemptive rights granted to the
shareholders, the Chairman of the Board of Directors, pursuant to
the resolutions approved by the Shareholders Meeting, offered for
subscription and payment 633,214,267 of the remaining unsubscribed
Series "A", Class II shares, at the same price offer to the
shareholders of $0.96666667 pesos per share.  The capital
contribution in connection with this subscription was
$612,107,127.32 pesos.

"Additionally, the Chairman of the Board assigned 53,958,620
Series "A", Class II, shares at the same price per share,
equivalent to $52,160,000.00 pesos, which will be subscribed and
paid during December 2013.  Considering this last capital
contribution, the capital increase will be of $2,229,977,858.74
pesos represented by 2,306,873,638 Series "A", Class II shares,
being this 74.4% of the capital increase approved by the
Shareholders Meeting.

"Maxcom informs that with the subscription and payment of the
Series "A", Class II shares mentioned above, the capital increase
of the Company has been finalized; therefore, the remaining Series
"A", Class II shares will be kept in the treasury of the Company.

                           About Maxcom

Maxcom Telecomunicaciones, S.A.B. de C.V., headquartered in Mexico
City, Mexico, is a facilities-based telecommunications provider
using a "smart-build" approach to deliver last-mile connectivity
to micro, small and medium-sized businesses and residential
customers in the Mexican territory.  Maxcom launched commercial
operations in May 1999 and is currently offering local, long
distance, data, value-added, paid TV and IP-based services on a
full basis in greater metropolitan Mexico City, Puebla, Tehuacan,
San Luis, and Queretaro, and on a selected basis in several cities
in Mexico.

In June 2013, Maxcom didn't make an $11 million interest payment
on the notes.

Maxcom sought bankruptcy protection (Bankr. D. Del. Case No.
13-11839) in Wilmington, Delaware, on July 23, 2013.

Maxcom listed $11.1 billion in assets and $402.3 million in debt.
The company had assets valued at 4.98 billion pesos ($394 million)
in the quarter ended March 31, according to an April 26 regulatory
filing.  The company reached a restructuring agreement with
Ventura Capital, a group holding about $86 million, or 48.7
percent, of the senior notes and about 44 percent of its equity
holders, court papers show.

The Company has engaged Lazard Freres & Co. LLC and its alliance
partner Alfaro, Davila y Rios, S.C., as its financial advisor and
Kirkland & Ellis LLP and Santamarina y Steta, S.C. as its U.S. and
Mexican legal advisors in connection with its restructuring
proceedings and potential Chapter 11 case.  The Ad Hoc Group has
retained Cleary Gottlieb Steen & Hamilton LLP and Cervantes Sainz,
S.C., as its U.S. and Mexican legal advisors.  Ventura has
retained VACE Partners as its financial advisor, and Paul Hastings
LLP and Jones Day as its U.S. and Mexican legal advisors,
respectively.

In September 2013, the U.S. bankruptcy court entered an order
confirming the Company's prepackaged Chapter 11 plan of
reorganization.  Confirmation of the Plan was fully-consensual:
the only class of creditors entitled to vote overwhelmingly voted
in favor of the Plan and no party objected to confirmation of the
Plan.  The Plan was declared effective in October 2013.


MCI INC: 2nd Circ. Refuses to Rehear Tax Row with IRS
-----------------------------------------------------
Law360 reported that the Second Circuit declined on Nov. 19 to
rehear a decision holding now-defunct WorldCom Inc. liable for
millions in excise taxes on a telecom service that connected
people using dial-up modems to the Internet.

According to the report, WorldCom, now known as MCI Inc., had
asked for a panel rehearing or a hearing en banc regarding an
August 2012 Second Circuit ruling, but the appeals court declined
to do either, issuing its edict in a one-page order that did not
provide any reasoning.

WorldCom, Inc., a Clinton, Mississippi-based global communications
company, filed for chapter 11 protection (Bankr. S.D.N.Y. Case No.
02-13532) on July 21, 2002.  On March 31, 2002, WorldCom disclosed
$103,803,000,000 in assets and $45,897,000,000 in debts.  The
Debtors were represented by Weil, Gotshal & Manges LLP.  The
Bankruptcy Court confirmed WorldCom's Plan on Oct. 31, 2003, and
on April 20, 2004, the Company formally emerged from Chapter 11
protection as MCI, Inc.  On Jan. 6, 2006, MCI merged with Verizon
Communications, Inc.  MCI is now known as Verizon Business, a unit
of Verizon Communications.


METRO FUEL: Committee Objects to NYCB's Amended Conversion Motion
-----------------------------------------------------------------
The Official Committee of Unsecured Creditors of Metro Fuel
Oil Corp., et al., objects to the amended motion of New York
Commercial Bank for conversion of the Debtors' cases to Chapter 7
pursuant to 11 U.S.C. Section 1112(b).

The Committee notes that the MTC contains a litany of allegations
that NYCB strenuously argues warrant the immediate conversion of
these chapter 11 cases.  According to the Committee, NYCB's
allegations fall flat compared to the Committee's plan of
liquidation, which the Committee is prepared to file for
consideration by the Debtors' entire creditor body upon entry of
an order granting co-exclusivity.  "The plan is the only vehicle
available for the Debtors' creditors that fairly and equitably
distributes the approximately $18 million to $24 million that the
Pullos are expected to provide as a plan contribution.  Conversion
would be ruinous, likely saddling these estates with another
$1.5 to $2 million in administrative claims in the form of chapter
7 trustee fees and expenses -- funds that would otherwise go to
creditors under the plan.  Even if the estates could stomach the
additional expense (which they cannot), conversion paves the way
for NYCB's judgment liens against the Pullos' assets to become
unavoidable or for the Pullos to cut long threatened deals
with the Secured Lenders to the exclusion of the estates.  Under
either scenario, the Pullos would become judgment proof, and
valuable estate claims would suddenly become valueless.

"These estates and their creditors clearly deserve an opportunity
to confirm a plan that is fully formed, ready to file, and
confirmable over NYCB's objection.  More importantly, the plan
presents the only opportunity for unsecured creditors to receive a
distribution in these cases within a reasonable timeframe.
Conversion is a remedy of last resort, and has no place where a
viable option in the form of the Committee's plan is ready to be
tested by the entire creditor body as opposed to a select few.

                      Joinder of the Debtors

The Debtors join in the objection of the Committee solely to the
extent that it seeks to deny the relief sought by New York
Commercial Bank.

The Debtors note that reasons more fully put forth in the Debtors'
Limited Objection to the Committee's Co-Exclusivity Motion, filed
contemporaneously herewith, the Debtors believe that it is
premature to convert the Debtors' Chapter 11 cases to cases under
Chapter 7 of the Bankruptcy Code as well as to grant the
Committee's Co-Exclusivity Motion.

According to papers filed with the Court, the Debtors and
stakeholders with substantial interests in the outcome of the
Chapter 11 Cases have engaged in significant and meaningful arm's-
length settlement negotiations over the past several months that
have resulted in the Pullos' willingness to make a meaningful
financial contribution that will allow the parties to amicably
resolve not only the Chapter 11 Cases through a plan of
liquidation or otherwise, but also the involuntary bankruptcies
filed against the Pullos.  "It would not be prudent for these
efforts, which required significant resources, to be cut short at
this juncture."

"To convert the Chapter 11 Cases to cases under Chapter 7 of the
Bankruptcy Code would render the hard work that these parties have
engaged in meaningless and impose significant additional
administrative expenses on the Debtors' estates.  The efforts of
the Debtors, the Committee, the Debtors' secured lenders, and the
Pullos have made a resolution of the Chapter 11 Cases feasible in
the near term.  This consensual resolution is a far superior
option to the protracted litigation on multiple fronts that would
follow conversion of the Chapter 11 Cases.  The Debtors should be
given the opportunity to control the process to provide for the
orderly and efficient distribution of the Debtors' assets and
winding-up of the Chapter 11 Cases.  However, if the Chapter 11
Cases are converted, any hope for the consensual resolution of all
claims between many different parties will be doomed."

As reported in the TCR on June 26, 2013, New York Commercial Bank
has filed an amended motion, seeking conversion of Metro Fuel Oil
Corp., et al.'s chapter 11 cases to cases under chapter 7.

NYCB says that after a long, expensive and disappointing sale
process, which yielded far less than what the Debtors projected at
the outset of these cases, and which cost millions of dollars, the
Debtors' estates have been left administratively insolvent, with
no viable method of exit other than conversion to chapter 7.

According to NYCB, the Debtors' assets have been liquidated, and
the estates now essentially consist of approximately $15 million
in cash and certain potential causes of action.  All of the cash
on hand and other assets are encumbered by the liens of NYCB and
the Debtors' other secured creditors.  Indeed, even the Debtors'
previously unencumbered property and the proceeds thereof are now
NYCB's collateral by virtue of NYCB's adequate protection liens.

NYCB notes that under well-settled case law, administrative
insolvency constitutes "cause" for conversion to chapter 7.  The
estate holds no unencumbered cash.  Yet, there are more than $4.5
million of asserted Sec. 503(b)(9) claims against the Debtors'
estates, plus additional postpetition administrative expense
claims that would need to be satisfied for a plan to be confirmed
and go effective.

                          About Metro Fuel

Metro Fuel Oil Corp., is a family-owned energy company, founded in
1942, that supplies and delivers bioheat, biodiesel, heating oil,
central air conditioning units, ultra low sulfur diesel fuel,
natural gas and gasoline throughout the New York City metropolitan
area and Long Island.  Owned by the Pullo family, Metro has 55
delivery trucks and a 10 million-gallon fuel terminal in Brooklyn.

Financial problems resulted in part from cost overruns in building
an almost-complete biodiesel plant with capacity of producing 110
million gallons a year.

Based in Brooklyn, New York, Metro Fuel Oil Corp., fka Newtown
Realty Associates, Inc., and several of its affiliates filed for
Chapter 11 bankruptcy protection (Bankr. E.D.N.Y. Lead Case No.
12-46913) on Sept. 27, 2012.  Judge Elizabeth S. Stong presides
over the case.  Nicole Greenblatt, Esq., at Kirkland & Ellis LLP,
represents the Debtor.  The Debtor selected Epiq Bankruptcy
Solutions LLC as notice and claims agent.  Th Debtor tapped Carl
Marks Advisory Group LLC as financial advisor and investment
banker, Curtis, Mallet-Prevost, Colt & Mosle LLP as co-counsel, AP
Services, LLC as crisis managers for the Debtors, and appoint
David Johnston as their chief restructuring officer.

The petition showed assets of $65.1 million and debt totaling
$79.3 million.  Liabilities include $58.8 million in secured debt,
with $48.3 million owing to banks and $10.5 million on secured
industrial development bonds.  Metro Terminals Corp., affiliate of
Metro Fuel Oil Corp., disclosed $38,613,483 in assets and
$71,374,410 in liabilities as of the Chapter 11 filing.

The U.S. Trustee appointed seven-member creditors committee.
Kelley Drye & Warren LLP represents the Committee.  The Committee
tapped FTI Consulting, Inc. as its financial advisor.

On Feb. 15, 2013, the Bankruptcy Court entered an order approving
the sale of substantially all of the assets of the Debtors to
United Refining Energy Corp., for base purchase price of
$27,000,000, subject to adjustments.


METRO FUEL: Asks Sole Exclusivity for Additional 30 Days
--------------------------------------------------------
New York Commercial Bank, Valley National Bank, and Debtors Metro
Fuel Oil Corp., et al., object to the motion of the Official
Committee of Unsecured Creditors for an order modifying the
Debtors' exclusivity rights to grant co-exclusive rights to the
Committee.

NYCB notes that granting co-exclusivity to the Committee would
mire these cases in litigation over a patently unconfirmable plan
(any plan that the Committee would propose would be unconfirmable)
while holding the estates' creditors' hostage to the Chapter 11
process indefinitely.  "That result would completely undermine the
creditor protections of the Bankruptcy Code and contravene well-
established precedent."

A copy of NYCB's Objection is available at:

          http://bankrupt.com/misc/metrofuel.doc691.pdf

In its objection, Valley, a prepetition creditor of Metro
Terminals Corp., adopts, incorporates by reference, and relies
upon the arguments and authorities raised in the Objection of NYCB
to the Committee's Co-Exclusivity Motion.

In its limited objection to the Committee's Co-Exclusivity Motion,
the Debtors explain: "The Debtors are not asking for their
exclusivity to last for an infinite period of time, but merely
seeking an additional 30 days before the Committee can renew their
motion.  This additional time will permit the Debtors'
efforts to reach a global settlement and fashion a confirmable
Chapter 11 plan to continue to proceed in a meaningful way without
the distraction of the Committee filing a competing plan.
Indeed, the Debtors hope and expect the resolution of all
outstanding issues will occur in the near term and that the
Debtors will be able to file a confirmable Chapter 11 plan, which
very well could be a joint plan with the Committee and/or the
Secured Creditors.

"Accordingly, the Debtors request that the Court deny the Co-
Exclusivity Motion, without prejudice, for at least 30 days.  As
stated in the letter filed with the Court on Oct. 22, 2013 [Docket
No. 680], the Debtors do not oppose the Committee circulating a
draft Chapter 11 plan to certain stakeholders in the Chapter 11
cases for settlement purposes only, but the Debtors believe that
it is critical that for the next 30 days, they maintain the
optionality and control to file a plan of reorganization that the
exclusivity period provides to a debtor.

"At this point in time, it is unclear whether the Debtors will
file their own Chapter 11 plan, or if the Debtors will partner
with other stakeholders in the Chapter 11 Cases to file a
jointly-supported plan.  The Debtors may eventually agree to adopt
and support the Committee Proposal, but it is simply too soon for
the Debtors to make that determination, and value-destructive
to force the Debtors to expend resources addressing competing
plans.  If the Court permits the Debtors to maintain the sole
ability to file a Chapter 11 plan for at least an additional
thirty-day period, the Debtors believe a global settlement is
achievable and a Chapter 11 plan providing for the maximum value
and orderly distribution of the Debtors' assets will be realized.

About Metro Fuel

Metro Fuel Oil Corp., is a family-owned energy company, founded in
1942, that supplies and delivers bioheat, biodiesel, heating oil,
central air conditioning units, ultra low sulfur diesel fuel,
natural gas and gasoline throughout the New York City metropolitan
area and Long Island.  Owned by the Pullo family, Metro has 55
delivery trucks and a 10 million-gallon fuel terminal in Brooklyn.

Financial problems resulted in part from cost overruns in building
an almost-complete biodiesel plant with capacity of producing 110
million gallons a year.

Based in Brooklyn, New York, Metro Fuel Oil Corp., fka Newtown
Realty Associates, Inc., and several of its affiliates filed for
Chapter 11 bankruptcy protection (Bankr. E.D.N.Y. Lead Case No.
12-46913) on Sept. 27, 2012.  Judge Elizabeth S. Stong presides
over the case.  Nicole Greenblatt, Esq., at Kirkland & Ellis LLP,
represents the Debtor.  The Debtor selected Epiq Bankruptcy
Solutions LLC as notice and claims agent.  Th Debtor tapped Carl
Marks Advisory Group LLC as financial advisor and investment
banker, Curtis, Mallet-Prevost, Colt & Mosle LLP as co-counsel, AP
Services, LLC as crisis managers for the Debtors, and appoint
David Johnston as their chief restructuring officer.

The petition showed assets of $65.1 million and debt totaling
$79.3 million.  Liabilities include $58.8 million in secured debt,
with $48.3 million owing to banks and $10.5 million on secured
industrial development bonds.  Metro Terminals Corp., affiliate of
Metro Fuel Oil Corp., disclosed $38,613,483 in assets and
$71,374,410 in liabilities as of the Chapter 11 filing.

The U.S. Trustee appointed seven-member creditors committee.
Kelley Drye & Warren LLP represents the Committee.  The Committee
tapped FTI Consulting, Inc. as its financial advisor.

On Feb. 15, 2013, the Bankruptcy Court entered an order approving
the sale of substantially all of the assets of the Debtors to
United Refining Energy Corp., for base purchase price of
$27,000,000, subject to adjustments.


MILAGRO OIL: Delays Form 10-Q for Third Quarter
-----------------------------------------------
Milagro Oil & Gas, Inc., notified the U.S. Securities and Exchange
Commission that it will be delayed in filing its quarterly report
on Form 10-Q for the period ended Sept. 30, 2013.  The Company
said its reporting process has been delayed and it has limited
staffing resources.  The Company believes that the subject report
will be available for filing on or before Tuesday Nov. 19, 2013.

                         About Milagro Oil

Milagro Oil & Gas, Inc., is an independent energy company based in
Houston, Texas that is engaged in the acquisition, development,
exploitation, and production of oil and natural gas.  The
Company's historic geographic focus has been along the onshore
Gulf Coast area, primarily in Texas, Louisiana, and Mississippi.
The Company operates a significant portfolio of oil and natural
gas producing properties and mineral interests in this region and
has expanded its footprint through the acquisition and development
of additional producing or prospective properties in North Texas
and Western Oklahoma.

Deloitte & Touche LLP, in Houston, Texas, issued a "going concern"
qualification on the consolidated financial statements for the
year ended Dec. 31, 2012.  The independent auditors noted that the
Company is not in compliance with certain covenants of its 2011
Credit Facility, and all of the Company's debt is classified
within current liabilities as of Dec. 31, 2012.  The Company's
violation of its debt covenants, combined with its financing needs
and negative working capital position, raise substantial doubt
about its ability to continue as a going concern.

Milagro Oil disclosed a net loss of $33.39 million in 2012, a net
loss of $23.57 million in 2011 and a net loss of $70.58 million in
2010.  As of June 30, 2013, the Company had $483.83 million in
total assets, $449.08 million in total liabilities, $236.26
million in redeemable series A preferred stock, and a $201.51
million total stockholders' deficit.

                         Bankruptcy Warning

"The Company is currently exploring a range of alternatives to
reduce indebtedness to the extent necessary to be in compliance
with the leverage ratio and interest coverage ratio.  Alternatives
that were considered include using cash flow from operations or
issuances of equity and debt securities, reimbursements of prior
leasing and seismic costs by third parties who participate in our
projects, and the sale of interests in projects and properties.
As another alternative, the Company has launched a private
exchange offering to exchange a portion of the Notes for equity,
cash and new notes.  If a minimum principal amount of at least
$237.5 million of the outstanding principal amount of the Notes
are not tendered (excluding any such Notes validly withdrawn) in
the Exchange Offer, the conditions to the Exchange Offer will not
have been achieved and the Company will be unable to consummate
the restructuring.  As a result, the lenders under the 2011 Credit
Facility may accelerate their debt, which would also cause a
default and acceleration of the debt under the Notes, all of which
will have a material adverse effect on our liquidity, business and
financial condition and may result in the Company's bankruptcy or
the bankruptcy of its subsidiaries," the Company said in its
quarterly report for the period ended June 30, 2013.

                           *     *     *

As reported by the TCR on May 24, 2013, Standard & Poor's Ratings
Services said it lowered its corporate credit rating on Houston-
based Milagro Oil & Gas Inc. to 'CC' from 'CCC-'.

"We lowered the corporate credit and senior unsecured ratings to
'CC' to reflect the potential for a selective default on Milagro's
$250 million 10.5% senior secured notes due 2016, due to certain
aspects of the company's exchange offer that would constitute a
distressed exchange under our criteria," said Standard & Poor's
credit analyst Christine Besset.


MOBILESMITH INC: Incurs $1.1 Million Net Loss in Third Quarter
--------------------------------------------------------------
Mobilesmith, Inc., filed with the U.S. Securities and Exchange
Commission its quarterly report on Form 10-Q disclosing a net loss
of $1.10 million on $102,326 of total revenues for the three
months ended Sept. 30, 2013, as compared with a net loss of $1.06
million on $29,405 of total revenues for the same period a year
ago.

For the nine months ended Sept. 30, 2013, the Company incurred a
net loss of $25.70 million on $227,534 of total revenues as
compared with a net loss of $3.16 million on $94,328 of total
revenues for the same period during the prior year.

The Company's balance sheet at Sept. 30, 2013, showed $1.67
million in total assets, $31.59 million in total liabilities and a
$29.92 million total stockholders' deficit.

A copy of the Form 10-Q is available for free at:

                       http://is.gd/O5PfPx

                      About MobileSmith Inc.

MobileSmith, Inc. (formerly, Smart Online, Inc.) was incorporated
in the State of Delaware in 1993.  The Company changed its name to
MobileSmith, Inc., effective July 1, 2013.  The Company develops
and markets software products and services tailored to users of
mobile devices.  The Company's flagship product is The
MobileSmithTM Platform.  The MobileSmithTM Platform is an
innovative, patents pending mobile app development platform that
enables organizations to rapidly create, deploy, and manage
custom, native smartphone apps deliverable across iOS and Android
mobile platforms.

Smart Online disclosed a net loss of $4.39 million in 2012, as
compared with a net loss of $3.54 million in 2011.

Cherry Bekaert LLP, in Raleigh, North Carolina, issued a "going
concern" qualification on the consolidated financial statements
for the year ended Dec. 31, 2012.  The independent auditors noted
that the Company has suffered recurring losses from operations and
has a working capital deficiency as of Dec. 31, 2012, which
conditions raise substantial doubt about the Company's ability to
continue as a going concern.


MOBIVITY HOLDINGS: Reports $2.4 Million Net Loss for 3rd Quarter
----------------------------------------------------------------
Mobivity Holdings Corp. filed with the U.S. Securities and
Exchange Commission its quarterly report on Form 10-Q disclosing a
net loss of $2.40 million on $1.03 million of revenues for the
three months ended Sept. 30, 2013, as compared with a net loss of
$2.35 million on $1 million of revenues for the same period during
the prior year.

For the nine months ended Sept. 30, 2013, the Company reported a
net loss of $14.70 million on $3.14 million of revenues as
compared with a net loss of $5.04 million on $3.02 million of
revenues for the same period a year ago.

The Company's balance sheet at Sept. 30, 2013, showed
$9.96 million in total assets, $1.51 million in total liabilities
and $8.45 million in total stockholders' equity.

A copy of the Form 10-Q is available for free at:

                        http://is.gd/4sIszM

                       About Mobivity Holdings

Mobivity Holdings Corp. was incorporated as Ares Ventures
Corporation in Nevada in 2008.  On Nov. 2, 2010, the Company
acquired CommerceTel, Inc., which was wholly-owned by CommerceTel
Canada Corporation, in a reverse merger.  Pursuant to the Merger,
all of the issued and outstanding shares of CommerceTel, Inc.,
common stock were converted, at an exchange ratio of 0.7268-for-1,
into an aggregate of 10,000,000 shares of the Company's common
stock, and CommerceTel, Inc., became a wholly owned subsidiary of
the Company.  In connection with the Merger, the Company changed
its corporate name to CommerceTel Corporation on Oct. 5, 2010.
In connection with the Company's acquisition of assets from
Mobivity, LLC, the Company changed its corporate name to Mobivity
Holdings Corp. and its operating company to Mobivity, Inc, on
Aug. 23, 2012.

Mobivity Holdings disclosed a net loss of $7.33 million in 2012,
as compared with a net loss of $16.31 million in 2011.

M&K CPAS, PLLC, in Houston, Texas, issued a "going concern"
qualification on the consolidated financial statements for the
year ended Dec. 31, 2012, citing recurring operating losses and
negative cash flows from operations and dependence on additional
financing to fund operations which raise substantial doubt about
the Company's ability to continue as a going concern.

                         Bankruptcy Warning

"[A]ll of our assets are currently subject to a first priority
lien in favor of the holders of our outstanding convertible notes
payable in the current aggregate principal amount of $4,521,378.
The notes are due on October 15, 2013, if we are unable to repay
or refinance our obligations under those notes by October 15,
2013, the holders of the notes will have the right to foreclose on
their security interests and seize our assets.  To avoid such an
event, we may be forced to seek bankruptcy protection, however a
bankruptcy filing would, in all likelihood, materially adversely
affect our ability to continue our current level of operations.
In the event we are not able to refinance or repay the notes, but
negotiate for a further extension of the maturity date of the
notes, we may be required to pay significant extension fees in
cash or shares of our equity securities or otherwise make other
forms of concessions that may adversely impact the interests of
our common stockholders," the Company said in its annual report
for the year ended Dec. 31, 2012.


MORGAN DREXEN: Suit Against CFPB Dismissed & Dismissal Appealed
---------------------------------------------------------------
The Honorable Colleen Kollar-Kotelly has dismissed the lawsuit
filed by Morgan Drexen, Inc., against the Consumer Financial
Protection Bureau accusing the agency, among other things, of
attempting to data mine the information of thousands of American
consumers and their private communications with their attorneys
through unconstitutional measures.  Judge Kollar-Kotelly says that
Morgan Drexen can challenge the constitutionality of the Bureau's
actions in an enforcement action the Bureau initiated in CFPB v.
Morgan Drexen, Inc., Case No. 8:13-cv-1267 (C.D. Ca.), on Aug. 20,
2013.

Morgan Drexen has now turned to the United States Court of Appeals
for the D.C. Circuit for review of the District Court's decision
to dismiss its lawsuit.

A copy of Judge Kollar-Kotelly Memorandum Opinion dismissing the
lawsuit is available at
http://bankrupt.com/misc/13-cv-01112-024.pdfat no charge.

While Morgan Drexen calls itself a legal support service business
that helps its law firm customers reduce their overhead fees,
improve efficiencies and realize greater profitability, the CFPB
and Wisconsin bank regulators call Morgan Drexen a debt settlement
agency that's violated the law.  Morgan Drexen's done battle with
a number of States, and frequently prevailed.

In its Complaint filed on July 22, 2013, Morgan Drexen told the
District Court that a CFPB inquiry sent to its lenders resulted in
cancellation of the company's credit line.  Morgan Drexen says
it's now paying 22% (rather than 4.5%) interest to finance its
working capital needs.

                     About Morgan Drexen

Morgan Drexen -- http://www.morgandrexen.com-- provides
businesses across the United States, including law firms that
practice bankruptcy, with outsourced professional services. These
services are designed to reduce costs and make legal
representation affordable for consumers, especially those in
serious financial trouble. Morgan Drexen offers attorneys
automated platforms for complex document management, client
databases, paralegal and paraprofessional services, call centers,
client screening, and marketing.


MSD PERFORMANCE: Takes $78-Mil. Offer From PE Buyer
---------------------------------------------------
Law360 reported that bankrupt auto parts maker MSD Performance
Inc. announced on Nov. 19 that it would sell itself as a going
concern to Z Capital Partners LLC, having accepted the private
equity firm's $78 million offer.

According to the report, the Texas-based parts maker, which had
been aiming to sell itself through a Section 363 auction, tapped Z
Capital as the winning bidder after the firm was the only party to
submit a qualified offer by the Nov. 18 bid deadline, according to
a notice filed in Delaware bankruptcy court.

                     About MSD Performance

MSD Performance, Inc., headquartered in El Paso, Texas, operates
in the power sports enthusiast and professional racer markets
where the company maintains leading market share positions across
all of its product categories under the MSD Ignition(R),
Racepak(R) and Powerteq(R) brands.  The company's facilities
encompass over 220,000 square feet in six buildings, five of which
are located across the U.S. and one in Shanghai, China.

MSD Performance and its U.S. affiliates sought Chapter 11
protection (Bankr. D. Del. Lead Case No. 13-12286) on Sept. 6,
2013.  Ron Turcotte signed the petitions as CEO.  The Debtors
disclosed $30,305,656 in assets and $129,242,63 is liabilities as
of the Chapter 11 filing.

The Debtors' restructuring counsel is Jones Day.  Their investment
banker is SSG Advisors, LLC.  The Debtors are also represented by
Richards Layton and Finger, as local counsel.  Logan & Co. is the
claims and notice agent.

The Official Committee of Unsecured Creditors appointed in the
case retained Blank Rome LLP as counsel, and Carl Marks Advisory
Group LLC as financial advisors.


MUNICIPAL MORTGAGE: Posts $62.3 Million Net Income in 3rd Quarter
-----------------------------------------------------------------
Municipal Mortgage & Equity, LLC, filed with the U.S. Securities
and Exchange Commission its quarterly report on Form 10-Q
disclosing net income of $62.29 million on $4.38 million of total
interest income for the three months ended Sept. 30, 2013, as
compared with a net loss of $13.41 million on $16.22 million of
total interest income for the same period a year ago.

For the nine months ended Sept. 30, 2013, the Company reported net
income of $98.25 million on $35.17 million of total interest
income as compared with a net loss of $23.70 million on $50.18
million of total interest income for the same period during the
prior year.

The Company's balance sheet at Sept. 30, 2013, showed $1.03
billion in total assets, $500.36 million in totla liabilities and
$539.49 million in total equity.

A copy of the Form 10-Q is available for free at:

                        http://is.gd/IcYglG

                      About Municipal Mortgage

Baltimore, Md.-based Municipal Mortgage & Equity, LLC (Pink
Sheets: MMAB) -- http://www.munimae.com/-- was organized in 1996
as a Delaware limited liability company and is classified as a
partnership for federal income tax purposes.

When the Company became a publicly traded company in 1996, it was
primarily engaged in originating, investing in and servicing tax-
exempt mortgage revenue bonds issued by state and local government
authorities to finance affordable multifamily housing
developments.  Since then, the Company made several acquisitions
that significantly expanded its business.  However, in 2008, due
to the financial crisis, the Company began contracting its
business.

The Company has sold, liquidated or closed down all of its
different businesses except for its bond investing activities and
certain assets and residual interests related to the businesses
and assets that the Company sold due to its liquidity issues.

The Company has a majority position in International Housing
Solutions S.a.r.l., a partnership that was formed to promote and
invest in affordable housing in overseas markets.  In addition, at
Dec. 31, 2010, the Company has an unfunded equity commitment of
$5.1 million, or 2.67% of total committed capital with respect to
its role as the general partner to the South Africa Workforce
Housing Fund SA I ("SA Fund").  The SA Fund was formed to invest
directly or indirectly in housing development projects and housing
sector companies in South Africa.  A portion of the funding of SA
Fund is participating debt provided by the United States Overseas
Private Investment Corporation, a federal government entity, and
the remainder is equity primarily invested by institutional and
large private investors.  The Company expects to continue this
business.

In the auditors' report accompanying the consolidated financial
statements for the year ended Dec. 31, 2011, KPMG LLP, in
Baltimore, Maryland, expressed substantial doubt about the
Company's ability to continue as a going concern.  The independent
auditors noted that the Company has been negatively impacted by
the deterioration of the capital markets and has liquidity issues
which have resulted in the Company having to sell assets and work
with its creditors to restructure or extend its debt arrangements.


MUSCLEPHARM CORP: Incurs $3.94 Million Net Loss in Third Quarter
----------------------------------------------------------------
MusclePharm Corporation filed with the U.S. Securities and
Exchange Commission its quarterly report on Form 10-Q disclosing
a net loss of $3.94 million on $25.34 million of net sales for the
three months ended Sept. 30, 2013, as compared with a net loss of
$6.07 million on $18.57 million of net sales for the same period
during the prior year.

For the nine months ended Sept. 30, 2013, the Company reported a
net loss of $13.72 million on $73.38 million of net sales as
compared with a net loss of $15.92 million on $50.56 million of
net sales for the same period a year ago.

The Company's balance sheet at Sept. 30, 2013, showed $41.54
million in total assets, $18.87 million in total liabilities and
$22.67 million in total stockholders' equity.

Commenting on the results, Brad Pyatt, MusclePharm's Founder &
CEO, stated, "We continue to add important building blocks in
order to achieve our strategic mission of becoming one of the
world's foremost sports nutrition companies.  Highlighted by our
recent agreements with Arnold Schwarzenegger for a new line of
branded products; with Costco, Walgreens, GNC and Europa for new
sales and distribution channels, and with the addition of
marketing veteran Sydney Rollock as CMO; I believe we are
extremely well positioned to continue growing MusclePharm and our
line of branded sports nutrition products."

A copy of the Form 10-Q is available for free at:

                         http://is.gd/SKzvfs

                          About MusclePharm

Headquartered in Denver, Colorado, MusclePharm Corporation
(OTC BB: MSLP) -- http://www.muslepharm.com/-- is a healthy life-
style company that develops and manufactures a full line of
National Science Foundation approved nutritional supplements that
are 100 percent free of banned substances.  MusclePharm is sold in
over 120 countries and available in over 5,000 U.S. retail
outlets, including GNC and Vitamin Shoppe.  MusclePharm products
are also sold in over 100 online stores, including
bodybuilding.com, Amazon.com and Vitacost.com.

The Company reported a net loss of $23.28 million in 2011,
compared with a net loss of $19.56 million in 2010.

In the auditors' report accompanying the consolidated financial
statements for the year ended Dec. 31, 2011, Berman & Company,
P.A., in Boca Raton, Florida, expressed substantial doubt about
the Company's ability to continue as a going concern.  The
independent auditors noted that the Company has a net loss of
$23,280,950 and net cash used in operations of $5,801,761 for the
year ended Dec. 31, 2011; and has a working capital deficit of
$13,693,267, and a stockholders' deficit of $12,971,212 at
Dec. 31, 2011.


NEW YORK CITY OPERA: Wins Permission to Sell Wigs, Instruments
--------------------------------------------------------------
Michael Bathon, substituting for Bill Rochelle, the bankruptcy
columnist for Bloomberg News, reports that New York City Opera,
which filed for bankruptcy protection last month after years of
management missteps, won court approval to auction some assets,
including costumes, wigs, props and about 60 musical instruments.

According to the report, the public sale was approved Nov. 19 by
U.S. Bankruptcy Judge Sean Lane in Manhattan. The auctioneer,
Tiger Remarketing Servicing LLC, will get 10 percent of the
proceeds from the sale, which also includes the opera's gift shop
inventory of CDs and books and a harp at Lincoln Center in New
York.

Stock scenery, tools, stage curtains and prop fabric at the
opera's facility in New Windsor, New York, will be auctioned, as
will computers and office furniture from the opera's office on
Broad Street in Manhattan, according to a Nov. 6 request to
approve the sale.

                     About New York City Opera

New York City Opera, Inc., sought Chapter 11 bankruptcy protection
(Bankr. S.D.N.Y. Case No. 13-13240) on Oct. 3, 2013, estimating
between $1 million and $10 million in both assets and debts.

The petition was signed by George Steel, general manager and
artistic director.  Kenneth A. Rosen, Esq., at Lowenstein Sandler
LLP, serves as the opera's counsel.  Ewenstein Young & Roth LLP
serves as special counsel.


NEWLEAD HOLDINGS: Board Okays 1-for-3 Common Share Reverse Split
----------------------------------------------------------------
NewLead Holdings Ltd. on Nov. 20 disclosed that a 1-for-3 reverse
stock split of its common shares has been approved by the
Company's Board of Directors and by written consent of a majority
of shareholders, effective upon the commencement of trading on
December 6, 2013.

The reverse split will consolidate every three common shares into
one common share, par value of $0.01 per share.  As a result of
the reverse stock split, the number of common shares of the
Company's common shares outstanding would currently be reduced
from 47,663,633 to approximately 15,887,878 shares, subject to
rounding up of all fractional shares to the nearest whole share.
In respect to the underlying common shares associated with any
derivative securities, such as warrants, options and convertible
notes, the conversion and exercise prices and number of common
shares issuable generally will be adjusted in accordance to the
1:3 ratio.  The number of authorized common shares and preferred
shares of NewLead will not be affected by the reverse split.

It is anticipated that the transaction will establish a higher
market price for the Company's common shares and reduce per share
transaction fees as well as certain administrative costs.  The
reverse stock split is being undertaken in an effort to regain
compliance with the continued listing standards of Nasdaq.

NewLead's transfer agent, Continental Stock Transfer & Trust Co,
will also act as exchange agent for the reverse stock split.
After the reverse split takes effect, shareholders will receive
information from Continental regarding the process for exchanging
their common shares. Continental will notify shareholders of
record that hold phy sical certificates as of the effective time
to transmit outstanding share certificates, and, unless requested,
will subsequently issue new book entry statements of holding
representing one post-split common share for every three common
shares held of record as of the effective time.  Shareholders that
currently hold common shares in book entry form will receive
updated statements of holding reflecting the reverse split and
need not take any action.

NewLead's common shares will begin trading on a split adjusted
basis when the market opens on December 6, 2013.

                   About NewLead Holdings Ltd.

NewLead Holdings Ltd. -- http://www.newleadholdings.com/-- is an
international, vertically integrated shipping company that owns
and manages product tankers and dry bulk vessels.  NewLead
currently controls 22 vessels, including six double-hull product
tankers and 16 dry bulk vessels of which two are newbuildings. N
ewLead's common shares are traded under the symbol "NEWL" on the
NASDAQ Global Select Market.

Newlead Holdings Ltd. filed with the U.S. Securities and Exchange
Commission its annual report on Form 20-F disclosing a net loss of
$403.92 million on $8.92 million of operating revenues for the
year ended Dec. 31, 2012, as compared with a net loss of $290.39
million on $12.22 million of operating revenues for the year ended
Dec. 31, 2011.  The Company incurred a net loss of $86.34 million
on $17.43 million of operating revenues in 2010.

As of Dec. 31, 2012, Newlead Holdings had $61.79 million in total
assets, $177.42 million in total liabilities and a $115.62 million
total shareholders' deficit.

                        Going Concern Doubt

PricewaterhouseCoopers S.A., in Athens, Greece, issued a "going
concern" qualification on the consolidated financial statements
for the year ended Dec. 31, 2012.  The independent auditors noted
that the Company has incurred a net loss, has negative cash flows
from operations, negative working capital, an accumulated deficit
and has defaulted under its credit facility agreements resulting
in all of its debt being reclassified to current liabilities, all
of which raise substantial doubt about its ability to continue as
a going concern.


NNN PARKWAY: Can Employ Weiland Golden as Local Counsel
-------------------------------------------------------
The U.S. Bankruptcy Court for the Central District of California
has approved the motion of NNN Parkway 400 26, LLC, et al., for
the Debtors' nunc pro tunc employment of Weiland, Golden, Smiley,
Wang Ekvall & Strok, LLP, as local counsel for the Debtors.

As reported in the TCR on Oct. 14, 2013, Weiland Golden's
compensation will be at the expense of the Estates in such amount
as the Court may allow.

The Debtors require the services of Weiland for the purpose of:

  (a) assisting the Debtors and the Law Office of Christine E.
Baur, the Debtors' general bankruptcy counsel in preparing and
filing their petitions, schedules, statements of financial affairs
and other documents required to initiate the Debtors' bankruptcy
cases;

  (b) serving as co-counsel to the Debtors in cases, in a local
capacity, including advising the Debtors on the requirements and
procedures of the Bankruptcy Code, the Federal Rules of Bankruptcy
Procedures, the U.S. Trustee Guidelines and the Local Bankruptcy
Rules; and

  (c) assisting the Debtors, together with the Baur Firm, in an
effort to prepare and confirm a Chapter 11 plan.

Weiland Golden will be paid at these hourly rates:

       Beth E. Gaschen            $295
       Attorney or Paralegal   $200 to $395

Weiland Golden will also be reimbursed for reasonable out-of-
pocket expenses incurred.

Using modified fee application procedures, Weiland Golden will
first draw down its fees and expenses on a pro rata basis from the
retainers, and then on a  pro rata basis from any future retainers
provided by the Weiland Golden or the Baur Firm, to the extent not
comprised of cash collateral.

                      About NNN Parkway 400

NNN Parkway 400 26, LLC, filed a bare-bones Chapter 11 petition
(Bankr. C.D. Calif. Case No. 12-24593) in Santa Ana, California,
on Dec. 31, 2012.  Dana Point, California-based NNN Parkway
estimated assets and debts of $10 million to $50 million.  The
Hon. Judge Theodor Albert presides over the case.  The Law
Office of Christine E. Baur, and David A. Lee, Esq., at Weiland,
Golden, Smiley, Wang Ekvall & Strok, LLP, represent the Debtor.

Pre-petition, the Debtors retained HighPoint Management Solutions,
LLC, a bankruptcy consulting company, as a manager of the Debtors,
and HighPoint's President, Mr. Mubeen Aliniazee, as the Debtors'
Restructuring Officer, to assist the Debtors in their compliance
with the Chapter 11 bankruptcy process.

The Debtors' primary asset is a commercial real property commonly
known as Parkway 400, which is a two-building office campus
totaling approximately 193,281 square feet located at 11720 Amber
Park Drive and 11800 Amber Park Drive, Alpharetta, Georgia.  The
Debtors hold a concurrent ownership interest in the Property with
other tenant-in-common investors and the sponsor, NNN Parkway 400,
LLC.


NORD RESOURCES: Incurs $2.3 Million Net Loss in Third Quarter
-------------------------------------------------------------
Nord Resources Corporation filed with the U.S. Securities and
Exchange Commission its quarterly report on Form 10-Q disclosing
a net loss of $2.28 million on $959,593 of net sales for the three
months ended Sept. 30, 2013, as compared with a net loss of $2.28
million on $2.03 million of net sales for the same period during
the prior year.

For the nine months ended Sept. 30, 2013, the Company incurred a
net loss of $6.45 million on $4.06 million of net sales as
compared with a net loss of $7.18 million on $6.42 million of net
sales for the same period a year ago.

The Company's balance sheet at Sept. 30, 2013, showed $49.02
million in total assets, $73.40 million in total liabilities and a
$24.38 million total stockholders' deficit.

A copy of Form 10-Q is available for free at:

                        http://is.gd/1rYG8j

                        About Nord Resources

Based in Tuczon, Arizona, Nord Resources Corporation
(TSX:NRD/OTCBB:NRDS.OB) -- http://www.nordresources.com/-- is a
copper mining company whose primary asset is the Johnson Camp
Mine, located approximately 65 miles east of Tucson, Arizona.
Nord commenced mining new ore in February 2009.

On June 2, 2010, Nord Resources appointed FTI Consulting to advise
on refinancing structures and strategic alternatives.

Nord Resources disclosed a net loss of $10.25 million on $8.14
million of net sales for the year ended Dec. 31, 2012, as compared
with a net loss of $10.31 million on $14.48 million of net sales
in 2011.

"The results for 2012 continued to reflect the effects of the
measures that Nord implemented beginning in July 2010 to reduce
our costs, maximize cash flow, and improve operating
efficiencies," said Wayne Morrison, chief executive and chief
financial officer.

Mayer Hoffman McCann P.C., in Denver, Colorado, issued a "going
concern" qualification on the consolidated financial statements
for the year ended Dec. 31, 2012.  The independent auditors noted
that the Company reported net losses of ($10,254,344) and
($10,316,294) during the years ended Dec. 31, 2012, and 2011,
respectively.  In addition, as of Dec. 31, 2012 and 2011, the
Company reported a deficit in net working capital of ($57,999,677)
and ($51,783,180), respectively.  The Company's significant
historical operating losses, lack of liquidity, and inability to
make the requisite principal and interest payments due under the
terms of the Amended and Restated Credit Agreement with its senior
lender raise substantial doubt about its ability to continue as a
going concern.

                        Bankruptcy Warning

"The Company's continuation as a going concern is dependent upon
its ability to refinance the obligations under the Credit
Agreement with Nedbank, the Copper Hedge Agreement with Nedbank
Capital, and the note payable with Fisher, thereby curing the
current state of default under the respective agreements.  Any
actions by Nedbank, Nedbank Capital or Fisher Industries to
enforce their respective rights could force us into bankruptcy or
liquidation," according to the Company's annual report for the
year ended Dec. 31, 2012.


NORTH TEXAS BANCSHARES: Plan to Sell Dallas Bank Okayed
-------------------------------------------------------
Law360 reported that a Delaware bankruptcy judge gave approval on
Nov. 20 for holding company North Texas Bancshares Inc. to auction
its interests in Park Cities Bank in a $7.4 million stalking horse
transaction over the objections of a slew of unsecured creditors,
who argued the deal protections were much too stringent.

According to the report, the hearing spanned two days.  The
objectors are unsecured creditors, which are owed more than $30
million under junior subordinated debentures issued as trust
preferred securities.

North Texas Bancshares of Delaware, Inc. (Case No. 13-12699) and
North Texas Bancshares, Inc. (Case No. 13-12700) sought protection
under Chapter 11 of the Bankruptcy Code on Oct. 16, 2013, before
the United States Bankruptcy Court for the District of Delaware.
The jointly administered cases are before Judge Kevin Gross.

The Debtors' are represented by Tobey M. Daluz, Esq., Leslie C.
Heilman, Esq., and Matthew Summers, Esq., at Ballard Spahr LLP, in
Wilmington, Delaware.  The Debtors' special counsel is Bracewell &
Giuliani LLP.  Commerce Street Capital, LLC, serves as the
Debtors' financial advisors.


OCEAN 4660: Has Access to Comerica Cash Collateral Until Dec. 6
---------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of Florida has
granted the Chapter 11 Trustee appointed in the Chapter 11 case of
Ocean 4660, LLC, permission to continue using cash collateral of
Comerica Bank on an interim basis through and including 5:00 p.m.
on Dec. 6, 2013, pursuant to a budget.

As interim adequate protection for the use of cash collateral,
Comerica will continue to have nunc pro tunc as of the Petition
Date: (a) a replacement lien pursuant to 11 U.S.C. Section 361(2)
on and in all property acquired or generated post petition by the
Debtor to the same extent and priority and of the same kind and
nature as Comerica's pre-petition liens and security interests in
the cash collateral; and (b) an administrative expense claim
pursuant to Sections 507(a)(2) and 503(b) of the Bankruptcy Code.

The replacement liens, administrative claims and adequate
protection payments granted to Comerica will be subject and junior
to all unpaid fees due to the Office of the United States Trustee
pursuant to 28 U.S.C. Section 1930; and all unpaid fees required
to be paid to the Clerk of Court.

A continued hearing on the use of cash collateral will be held on
Dec. 3, 2013, at 2:00 p.m.

                         About Ocean 4660

Ocean 4660, LLC, owner of a beachfront property operated as the
Lauderdale Beachside Hotel in Lauderdale-by-the-Sea, Florida,
filed a Chapter 11 petition (Bankr. S.D. Fla. Case No. 13-23165)
in its hometown on June 2, 2013.  Rick Barreca signed the petition
as chief restructuring officer.

The Lauderdale Beachside Hotel features a beach-front location,
two five-story interior corridor buildings (east and west), 147
guest rooms, a beach front tiki bar and grill, a large adjoining
restaurant and commercial kitchen space and on-site parking.
The restaurant space and the tiki bar and grill are unoccupied.
The occupancy rates have generally been between 40 percent and 70
percent occupancy.  Room rates are $40 to $80 per night.

The Company disclosed $15,762,871 in assets and $16,587,678 in
liabilities as of the Chapter 11 filing.

Judge John K. Olson presides over the case.  The Debtor tapped RKJ
Hotel Management, LLC, as hotel manager and RKJ's Rick Barreca as
the CRO.

The Debtor tapped Genovese Joblove & Battista, P.A. as counsel.
Irreconcilable differences prompted the firm to withdraw as
counsel in July 2013.

The Court approved the appointment of Maria Yip, of Coral Gables,
Florida, as Chapter 11 trustee.  Drew M. Dillworth, Esq., of the
Law firm of Stearns Weaver Miller Weissler Alhadeff & Sitterson,
P.A. serves as his counsel.  Kerry-Ann Rin, CPA, and the
consulting firm of Yip Associates serve as financial advisor, and
accountant.

The U.S. Trustee has not appointed an official committee of
unsecured creditors.


OCEAN 4660: Court Approves Dec. 3 Auction for All Assets
--------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of Florida
entered on Nov. 13, 2013, an order approving competitive bidding
and sales procedures for the sale of substantially all of the
assets of Ocean 4660, LLC.

CRP/SP Lauderdale, LLC, has offered $10,500,000 for the purchase
of the Debtors' assets.  The hearing to approve the sale to the
Proposed Purchaser or another qualified bidder will be held on
Dec. 3, 2013, at 2:00 p.m.

Pursuant to the Bid Procedures, the deadline for submitting bids
for the Assets is Friday, Nov. 29, 2013, at 4:00 p.m.

If Qualified Bids (other than the Qualified Back Up Bid of
Comerica Bank and the Prospective Purchaser) are timely received
by the Debtor in accordance with the Bid Procedures, the Auction
will take place on Tuesday, Dec. 3, 2013, starting at 10:00 a.m.
at the offices of Stearns Weaver Miller Weissler Alhadeff &
Sitterson, P.A., New River Center, 200 East Las Olas, Suite 2100,
in Fort Lauderdale, Florida.  If, however, no such Qualified Bid
(other than the Qualified Bids of Comerica Bank and the
Prospective Purchaser) is received by the Bid Deadline, then the
Auction will not be held, and the Debtor will seek Court approval
of the Asset Purchase Agreement with the Proposed Purchaser at the
Sale Hearing.

The Sale Objection Deadline is Nov. 29, 2013, at 4:00 p.m.

No party submitting an offer or bid for the Assets or a Qualified
Bid will be entitled to any expense reimbursement, breakup,
termination or similar fee or payment, except that that the
Proposed Purchaser, under the APA, will be entitled to $200,000 as
a break-up fee in accordance with the terms of the APA and the
Motion.

A copy of the approved bid procedures is available at:

http://bankrupt.com/misc/ocean4660.doc146.pdf

                         About Ocean 4660

Ocean 4660, LLC, owner of a beachfront property operated as the
Lauderdale Beachside Hotel in Lauderdale-by-the-Sea, Florida,
filed a Chapter 11 petition (Bankr. S.D. Fla. Case No. 13-23165)
in its hometown on June 2, 2013.  Rick Barreca signed the petition
as chief restructuring officer.

The Lauderdale Beachside Hotel features a beach-front location,
two five-story interior corridor buildings (east and west), 147
guest rooms, a beach front tiki bar and grill, a large adjoining
restaurant and commercial kitchen space and on-site parking.
The restaurant space and the tiki bar and grill are unoccupied.
The occupancy rates have generally been between 40 percent and 70
percent occupancy.  Room rates are $40 to $80 per night.

The Company disclosed $15,762,871 in assets and $16,587,678 in
liabilities as of the Chapter 11 filing.

Judge John K. Olson presides over the case.  The Debtor tapped RKJ
Hotel Management, LLC, as hotel manager and RKJ's Rick Barreca as
the CRO.

The Debtor tapped Genovese Joblove & Battista, P.A. as counsel.
Irreconcilable differences prompted the firm to withdraw as
counsel in July 2013.

The Court approved the appointment of Maria Yip, of Coral Gables,
Florida, as Chapter 11 trustee.  Drew M. Dillworth, Esq., of the
Law firm of Stearns Weaver Miller Weissler Alhadeff & Sitterson,
P.A. serves as his counsel.  Kerry-Ann Rin, CPA, and the
consulting firm of Yip Associates serve as financial advisor, and
accountant.

The U.S. Trustee has not appointed an official committee of
unsecured creditors.


OCEAN 4660: Owes $1.1MM+ in Taxes to County & Certificate Holders
-----------------------------------------------------------------
In a notice of secured lien filed Oct. 31, 2013, and in response
to the Chapter 11 Trustee's Motion for an order authorizing sale
of substantially all of the assets of Ocean 4660, LLC, Broward
County Records, Taxes and Treasure Division, informs the U.S.
Bankruptcy Court for the Southern District of Florida that as of
Oct. 31, 2013, it has not received payment for 2013 real estate
taxes in the combined amount of $239,677,74 plus interest;
tangible personal property taxes in the amount of $3,600.62 plus
interest; and delinquent tourist development taxes, interest and
penalties in the amount of $381,093.93.

Broward County tells the Court that the Trustee's Motion fails to
address how the subject taxes will be paid or satisfied following
the proposed sale.  Further, according to the County, since the
Debtor owes over $1,100,000 in taxes to both Broward County and
tax certificate holders [Broward County has sold tax certificates
for delinquent 2011 and 2012 taxes in which certificate holders
are owed approximately $507,000] and the proposed sale is for
$10,500,000, all the claims for taxes are oversecured pursuant to
11 U.S.C. Section 506(b) of the Bankruptcy Code.

Thus, Broward County asks the Court to enter an order finding that
it possesses a valid lien for all real estate, tangible personal
property and tourist development taxes and further providing that
Debtor must provide for satisfaction of all taxes prior to any
transfer of the Debtor's real and tangible assets.

                         About Ocean 4660

Ocean 4660, LLC, owner of a beachfront property operated as the
Lauderdale Beachside Hotel in Lauderdale-by-the-Sea, Florida,
filed a Chapter 11 petition (Bankr. S.D. Fla. Case No. 13-23165)
in its hometown on June 2, 2013.  Rick Barreca signed the petition
as chief restructuring officer.

The Lauderdale Beachside Hotel features a beach-front location,
two five-story interior corridor buildings (east and west), 147
guest rooms, a beach front tiki bar and grill, a large adjoining
restaurant and commercial kitchen space and on-site parking.
The restaurant space and the tiki bar and grill are unoccupied.
The occupancy rates have generally been between 40 percent and 70
percent occupancy.  Room rates are $40 to $80 per night.

The Company disclosed $15,762,871 in assets and $16,587,678 in
liabilities as of the Chapter 11 filing.

Judge John K. Olson presides over the case.  The Debtor tapped RKJ
Hotel Management, LLC, as hotel manager and RKJ's Rick Barreca as
the CRO.

The Debtor tapped Genovese Joblove & Battista, P.A. as counsel.
Irreconcilable differences prompted the firm to withdraw as
counsel in July 2013.

The Court approved the appointment of Maria Yip, of Coral Gables,
Florida, as Chapter 11 trustee.  Drew M. Dillworth, Esq., of the
Law firm of Stearns Weaver Miller Weissler Alhadeff & Sitterson,
P.A. serves as his counsel.  Kerry-Ann Rin, CPA, and the
consulting firm of Yip Associates serve as financial advisor, and
accountant.

The U.S. Trustee has not appointed an official committee of
unsecured creditors.


OPTIMUMBANK HOLDINGS: Incurs $325,000 Net Loss in Third Quarter
---------------------------------------------------------------
OptimumBank Holdings, Inc., filed with the U.S. Securities and
Exchange Commission its quarterly report on Form 10-Q disclosing a
net loss of $325,000 on $1.28 million of total interest income for
the three months ended Sept. 30, 2013, as compared with a net loss
of $1.02 million on $1.29 million of total interest income for the
same period a year ago.

For the nine months ended Sept. 30, 2013, the Company reported a
net loss of $4.74 million on $3.85 million of total interest
income as compared with a net loss of $2.37 million on $3.88
million of total interest income for the same period during the
prior year.

The Company's balance sheet at Sept. 30, 2013, showed $127.81
million in total assets, $125.67 million in total liabilities and
$2.14 million in total stockholders' equity.

A copy of the Form 10-Q is available for free at:

                        http://is.gd/Qs2seT

                    About OptimumBank Holdings

OptimumBank Holdings, Inc., headquartered in Fort Lauderdale,
Fla., is a one-bank holding company and owns 100 percent of
OptimumBank, a state (Florida)-chartered commercial bank.

The Company offers a wide array of lending and retail banking
products to individuals and businesses in Broward, Miami-Dade and
Palm Beach Counties through its executive offices and three branch
offices in Broward County, Florida.

Optimumbank Holdings disclosed a net loss of $4.69 million in
2012, as compared with a net loss of $3.74 million in 2011.

                         Regulatory Matters

Effective April 16, 2010, the Bank consented to the issuance of a
Consent Order by the  Federal Deposit Insurance Corporation and
the the Florida Office of Financial Regulation, also effective as
of April 16, 2010.

The Consent Order represents an agreement among the Bank, the FDIC
and the OFR as to areas of the Bank's operations that warrant
improvement and presents a plan for making those improvements.
The Consent Order imposes no fines or penalties on the Bank.  The
Consent Order will remain in effect and enforceable until it is
modified, terminated, suspended, or set aside by the FDIC and the
OFR.


OVERLAND STORAGE: Clinton Group Discloses 12% Equity Stake
----------------------------------------------------------
In an amended Schedule 13D filed with the U.S. Securities and
Exchange Commission, Clinton Group, Inc., and its affiliates
disclosed that as of Feb. 12, 2013, they beneficially owned
4,967,834 Shares of common stock of Overland Storage, Inc.,
12.1 percent of the shares outstanding.  A copy of the amended
Schedule is available for free at http://is.gd/9A0rjR

                       About Overland Storage

San Diego, Cal.-based Overland Storage, Inc. (Nasdaq: OVRL) --
http://www.overlandstorage.com/-- is a global provider of unified
data management and data protection solutions designed to enable
small and medium enterprises (SMEs), corporate departments and
small and medium businesses (SMBs) to anticipate and respond to
change.

Overland Storage incurred a net loss of $19.64 million on $48.02
million of net revenue for the fiscal year ended June 30, 2013, as
compared with a net loss of $16.16 million on $59.63 million of
net revenue during the prior fiscal year.  The Company's balance
sheet at June 30, 2013, showed $31.40 million in total assets,
$41.69 million in total liabilities and a $10.29 million total
shareholders' deficit.

Moss Adams LLP, in San Diego, California, issued a "going concern"
qualification on the consolidated financial statements for the
year ended June 30, 2013, citing recurring losses and negative
operating cash flows which raise substantial doubt about the
Company's ability to continue as a going concern.


PALM TERRACE: Trustee's Sale Set for Dec. 20
--------------------------------------------
Assets of Palm Terrace LLC, will be sold to the highest bidder at
a public auction set for Dec. 20, 2013, at 11:30 a.m.  The
foreclosure  auction will be held on the steps of the Maricopa
County Superior Courthouse, 201 West Jefferson, Phoenix, AZ 85003.

The assets located at 6324 North Black Canyon Highway, in Phoenix,
serve as collateral to the debt in the amount of $1,350,000 owed
to:

     Industrial Alliance Pacific Insurance and
       Financial Services, Inc.
     Now known as Industrial Alliance Insurance and
       Financial Services Inc.
     Attn: Mortgage Department
     PO Box 8118
     Blaine, WA 98231-8118

The trustee for the assets is:

         Fred A. Farsjo, Esq.
         GABROY ROLLMAN AND BOSSA P.C.
         Suite 111 3507 North Campbell Avenue
         Tucson, AZ 85719
         Tel: 520-320-1300

The successful bidder will have until 5:00 p.m. Arizona Time of
Dec. 23, 2013, to pay the entire price.  If the successful bidder
does not complete the payment, the sales agent will have the right
to close the deal with the next highest bidder and sue the
successful bidder for the difference of the amount of the winning
bid and the second highest bid, plus attorney's fees and court
costs.


PARKWAY ACQUISITION: Court Dismisses Chapter 11 Case
----------------------------------------------------
In an order dated Nov. 13, 2013, the U.S. Bankruptcy Court for the
Southern District of New York dismissed Parkway Acquisition I,
LLC's Chapter 11 case.

At the Oct. 2, 2013 hearing on the motion of Auberge Grand Central
LLC seeking to dismiss the Debtor's Chapter 11 case or for the
modification of the automatic stay so that it can continue with a
foreclosure proceeding pending in the Supreme Court for Queens
County, the Bankruptcy Court set a deadline of no later than
Oct. 25, 2013, for the Debtor to obtain a stalking horse contract
and file a motion for approval of bidding procedures, which
deadline was extended to Nov. 1, 2013.

Debtor having advised the Court that financing for a proposed
stalking horse offer has not been finalized and the Debtor cannot
meet the deadline, the Court has ordered that the dismissal of the
Debtor's Chapter 11 case pursuant to 11 U.S.C. Section 1112(b).
Debtor will not re-file its bankruptcy petition absent an order of
the  Court based upon good cause shown on motion to be submitted
with proper advance notice to Auberge.  The Court further ordered
that within ten (10) days of the entry of the order, the Debtor,
in concert with Israel Rubin, as Receiver, will provide the United
States Trustee an appropriate affidavit indicating the cash
disbursements since the Chapter 11 case was commenced, and that
Israel Rubin, as Receiver, will pay to the United States Trustee
the appropriate sum required pursuant to 28 U.S.C. Section 1930
within (10) days after the receipt of the affidavit of
disbursements from the Debtor.

                  About Parkway Acquisition I

Parkway Acquisition I, LLC, filed a Chapter 11 petition (Bankr.
S.D.N.Y. Case NO. 13-12015) in Manhattan on June 17, 2013.
Robert G. Aquino, Sr., signed the petition as sole manager and
member.  Judge Shelley C. Chapman presides over the case.  The
Debtor estimated assets and debts of at least $10 million.  Kevin
J. Nash, Esq., at Goldberg Weprin Finkel Goldstein LLP, serves as
counsel.

The Debtor owns the real property located at 70-35 113th Street,
Forest Hills, New York.  The property formerly housed the Parkway
Hospital but the property has essentially laid vacant since the
closure of the hospital in 2008 and the bankruptcy filing of the
hospital.


PATIENT SAFETY: Incurs $527,000 Net Loss in Third Quarter
---------------------------------------------------------
Patient Safety Technologies, Inc., reported a net loss applicable
to common shareholders of $526,962 on $5.20 million of revenues
for the three months ended Sept. 30, 2013, as compared with a net
loss applicable to common shareholders of $319,670 on $4.97
million of revenues for the same period during the prior year.

For the nine months ended Sept. 30, 2013, the Company reported a
net loss applicable to common shareholders of $1.91 million on
$14.91 million of revenues as compared with a net loss applicable
to common shareholders of $2.40 million on $12.47 million of
revenues for the same period a year ago.

The Company's balance sheet at Sept. 30, 2013, showed $18.71
million in total assets, $5.56 million in total liabilities and
$13.15 million in stockholders' equity.

"We are pleased to have successfully continued the expansion of
our market leading customer base and grown our reported revenues
during the third quarter.  As reflected in our continued
generation of positive adjusted operating income, we continue to
operate the business above breakeven despite making additional
investments in multiple areas, including the expansion of our
products and the continued growth of our installed user base,"
stated Brian E. Stewart, president and chief executive officer of
Patient Safety Technologies, Inc.

"Additionally, during the third quarter we estimate that use of
our SurgiCount Safety-Sponge(R) System surpassed 200 million of
our Safety-Sponges(R) successfully used in more than 10 million
procedures.  With an estimated occurrence rate of one in 8,000
procedures and at a cost estimated to exceed $500,000 per
incident, this would imply we have saved our users and their
patients over 1,250 retained sponge events and prevented those
facilities from over $625 million in avoidable costs.  As
hospitals increasingly seek ways to improve their patient outcomes
and reduce their costs, we believe this overwhelming evidence as
to the clinical and economic effectiveness of our solution
positions us well to further expand our market penetration and
ultimately become the standard of care to prevent this common yet
preventable surgical error," continued Mr. Stewart.

A copy of the Form 10-Q is available for free at:

                        http://is.gd/Nw6A8b

                  About Patient Safety Technologies

Patient Safety Technologies, Inc. (OTC: PSTX) --
http://www.surgicountmedical.com/-- through its wholly owned
operating subsidiary SurgiCount Medical, Inc., provides the
Safety-Sponge(TM) System, a system designed to improve the
standard of patient care and reduce health care costs by
preventing the occurrence of surgical sponges and other retained
foreign objects from being left inside patients after surgery.
RFOs are among one of the most common surgical errors.


PLC SYSTEMS: Incurs $609,000 Net Loss in Third Quarter
------------------------------------------------------
PLC Systems Inc. filed with the U.S. Securities and Exchange
Commission its quarterly report on Form 10-Q disclosing a net loss
of $609,000 on $348,000 of revenues for the three months ended
Sept. 30, 2013, as compared with a net loss of $3.16 million on
$212,000 of revenues for the same period a year ago.

For the nine months ended Sept. 30, 2013, the Company reported a
net loss of $473,000 on $1.06 million of revenues as compared with
a net loss of $11.38 million on $595,000 of revenues for the same
peirod during the prior year.

The Company's balance sheet at Sept. 30, 2013, showed $2.48
million in total assets, $13.07 million in total liabilities and a
$10.58 million total stockholders' deficit.

A copy of the Form 10-Q is available for free at:

                         http://is.gd/OLYG6R

                          About PLC Systems

Milford, Massachusetts-based PLC Systems Inc. is a medical device
company specializing in innovative technologies for the cardiac
and vascular markets.  The Company's key strategic growth
initiative is its newest marketable product, RenalGuard(R).
RenalGuard is designed to reduce the potentially toxic effects
that contrast media can have on the kidneys when it is
administered to patients during certain medical imaging
procedures.

PLC Systems disclosed a net loss of $8.38 million on $1.08 million
of revenue for the year ended Dec. 31, 2012, as compared with a
net loss of $5.75 million on $671,000 of revenue in 2011.

McGladrey LLP, in Boston, Massachusetts, issued a "going concern"
qualification on the consolidated financial statements for the
year ended Dec. 31, 2012.  The independent auditors noted that the
Company has sustained recurring net losses and negative cash flows
from continuing operations, which raises substantial doubt about
its ability to continue as a going concern.


PROVIDENT COMMUNITY: Incurs $1.4 Million Net Loss in 3rd Quarter
----------------------------------------------------------------
Provident Community Bancshares, Inc., filed with the U.S.
Securities and Exchange Commission its quarterly report on Form
10-Q disclosing a net loss to common shareholders of $1.40 million
on $2.58 million of total interest income for the three months
ended Sept. 30, 2013, as compared with a net loss to common
shareholders of $12,000 on $2.72 million of total interest income
for the same period a year ago.

For the nine months ended Sept. 30, 2013, the Company reported a
net loss to common shareholders of $3.32 million on $7.46 million
of total interest income as compared with a net loss to common
shareholders of $189,000 on $8.51 million of total interest income
for the same period during the prior year.

The Company's balance sheet at Sept. 30, 2013, showed $332.63
million in total assets, $329.61 million in total liabilities and
$3.02 million in total shareholders' equity.

A copy of the Form 10-Q is available for free at:

                        http://is.gd/GIjG3q

                     About Provident Community

Rock Hill, South Carolina-based Provident Community Bancshares,
Inc., is the bank holding company for Provident Community Bank,
N.A.  Provident Community Bancshares has no material assets or
liabilities other than its investment in the Bank.  Provident
Community Bancshares' business activity primarily consists of
directing the activities of the Bank.

The Bank's operations are conducted through its main office in
Rock Hill, South Carolina and seven full-service banking centers,
all of which are located in the upstate area of South Carolina.
The Bank is regulated by the Office of the Comptroller of the
Currency, is a member of the Federal Home Loan Bank of Atlanta and
its deposits are insured up to applicable limits by the Federal
Deposit Insurance Corporation.  Provident Community Bancshares is
subject to regulation by the Federal Reserve Board.

Provident Community disclosed a net loss to common shareholders of
$598,000 in 2012, as compared with a net loss of $665,000 in 2011.

                           Consent Order

On Dec. 21, 2010, Provident Community Bank, N.A. entered into a
stipulation and consent to the issuance of a consent order with
the Office of the Comptroller of the Currency.

At Dec. 31, 2011, the Bank met each of the capital requirements
required by regulations, but was not in compliance with the
capital requirements imposed by the OCC in its Consent order.

The Bank is required by the consent order to maintain Tier 1
capital at least equal to 8% of adjusted total assets and total
capital of at least 12% of risk-weighted assets.  However, so long
as the Bank is subject to the enforcement action executed with the
OCC on Dec. 21, 2010, it will not be deemed to be well-capitalized
even if it maintains the minimum capital ratios to be well-
capitalized.  At Dec. 31, 2011, the Bank did not meet the higher
capital requirements required by the consent order and is
evaluating alternatives to increase capital.

"At December 31, 2012, the Bank met each of the capital
requirements required by regulations, but was not in compliance
with the capital requirements imposed by the OCC in its Consent
order."


PGI INCORPORATED: Incurs $1.7 Million Net Loss in 3rd Quarter
-------------------------------------------------------------
PGI Incorporated filed with the U.S. Securities and Exchange
Commission its quarterly report on Form 10-Q disclosing a net loss
of $1.74 million of $4,000 of revenues for the three months ended
Sept. 30, 2013, as compared with a net loss of $1.55 million on
$7,000 of revenues for the same period during the prior year.

For the nine months ended Sept. 30, 2013, the Company reported a
net loss of $5.10 million on $12,000 of revenues as compared with
a net loss of $4.64 million on $22,000 of revenues for the same
period a year ago.

The Company's balance sheet at Sept. 30, 2013, showed $1.28
million in total assets, $76.10 million in total liabilities and a
$74.81 million stockholders' deficiency.

A copy of the Form 10-Q is available for free at:

                        http://is.gd/drZqjF

                       About PGI Incorporated

St. Louis, Mo.-based PGI Incorporated, a Florida corporation, was
founded in 1958, and up until the mid 1990's was in the business
of building and selling homes, developing and selling home sites
and selling undeveloped or partially developed tracts of land.
Over approximately the last 15 years, the Company's business focus
and emphasis changed substantially as it concentrated its sales
and marketing efforts almost exclusively on the disposition of its
remaining real estate.  This change was prompted by its continuing
financial difficulties due to the principal and interest owed on
its debt.

Presently, the most valuable remaining asset of the Company is a
parcel of 366 acres located in Hernando County, Florida.  The
Company also owns a number of scattered sites in Charlotte County,
Florida (the "Charlotte Property"), but most of these sites are
subject to easements which markedly reduce their value and/or
consist of wetlands of indeterminate value.  As of Dec. 31, 2011,
the Company also owned six single family lots, located in Citrus
County, Florida.

As of Dec. 31, 2011, the Company had no employees, and all
services provided to the Company are through contract services.

PGI disclosed a net loss of $6.24 million in 2012, as compared
with a net loss of $5.48 million in 2011.

BKD, LLP, in St. Louis, Missouri, issued a "going concern"
qualification on the consolidated financial statements for the
year ended Dec. 31, 2012.  The independent auditors noted that the
Company has significant accumulated deficit, and is in default on
its primary debt, certain sinking fund and interest payments on
its convertible subordinated debentures and its convertible
debentures.  These matters raise substantial doubt about the
Company's ability to continue as a going concern.


QUANTUM FUEL: Incurs $5.5 Million Net Loss in Third Quarter
-----------------------------------------------------------
Quantum Fuel Systems Technologies Worldwide, Inc., filed with the
U.S. Securities and Exchange Commission its quarterly report on
Form 10-Q disclosing a net loss attributable to common
stockholders of $5.53 million on $8.69 million of revenue for the
three months ended Sept. 30, 2013, as compared with a net loss
attributable to common stockholders of $9.40 million on $5.77
million of revenue for the same period during the prior year.

For the nine months ended Sept. 30, 2013, the Company reported a
net loss attributable to common stockholders of $17 million on
$19.18 million of revenue as compared with a net loss attributable
to common stockholders of $24.28 million on $17.09 million of
revenue for the same period a year ago.

The Company's balance sheet at Sept. 30, 2013, showed $60.64
million in total assets, $50.27 million in total liabilities and
$10.36 million in total stockholders' equity.

A copy of the Form 10-Q is available for free at:

                       http://is.gd/Kzn5qV

                       About Quantum Fuel

Lake Forest, Cal.-based Quantum Fuel Systems Technologies
Worldwide, Inc. (Nasdaq: QTWW) develops and produces advanced
vehicle propulsion systems, fuel storage technologies, and
alternative fuel vehicles.  Quantum's portfolio of technologies
includes electronic and software controls, hybrid electric drive
systems, natural gas and hydrogen storage and metering systems and
other alternative fuel technologies and solutions that enable fuel
efficient, low emission, natural gas, hybrid, plug-in hybrid
electric and fuel cell vehicles.

Quantum Fuel disclosed a net loss attributable to stockholders of
$30.91 million in 2012 and a net loss attributable to common
stockholders of $38.49 million in 2011.

Haskell & White LLP, in Irvine, California, issued a "going
concern" qualification on the consolidated financial statements
for the year ended Dec. 31, 2012.  The independent auditors noted
that the Company does not have sufficient existing sources of
liquidity to operate its business and service its debt obligations
for a period of at least twelve months.  These conditions, along
with the Company's working capital deficit and recurring operating
losses, raise substantial doubt about the Company's ability to
continue as a going concern.


QUEEN ELIZABETH: Receiver Insists on Dismissal of Case
------------------------------------------------------
Dean K. Fong, Esq., as Receiver of the Property of Phillip Wu,
submitted a reply in further support of his motion to (i) dismiss
or suspend Queen Elizabeth Realty Corp.'s bankruptcy case, or in
the alternative, (ii) for relief under Sections 543(c) and 543(d)
of the Bankruptcy Code from turnover of property.

As reported in the TCR on Nov. 11, 2013, the Receiver, in his
Dismissal Motion, relates:

   1. The Case is a classic example of a chapter 11 filed in bad
faith for the improper purpose of halting an ongoing state court
action.

   2. The essential controversy here is a two party dispute
between Margaret Wu, on the one hand, and her husband Phillip Wu,
on the other hand, over what she is entitled to in the divorce
action, and Jeffrey Wu's effort to use the Court to help Debtor
avoid paying rent to the Receiver -- and ultimately to Margaret
Wu.  According to the Receiver, the case was filed shortly after
the Receiver obtained a judgment in the eviction proceeding filed
by the Receiver against a company that Jeffrey Wu owned and/or
Controlled, based on that company's failure to make rental
payments to the Receiver.

A copy of the Receiver's Dismissal Motion is available at:

          http://bankrupt.com/misc/qerc.doc26.pdf

In his reply in further support of his Dismissal Motion, filed
Oct. 29, 2013, the Receiver says that in its opposition papers,
filed Oct. 21, 2013, and its supplement, filed Oct. 28, 2013, the
Debtor has raised a raft of state law issues concerning the
alleged equity interests of Jeffrey, Lewis, and Phillip Wu in the
Debtor, and the Debtor's secured creditor, Shanghai Bank, has
filed opposition papers arguing that because it may be willing to
support a plan, dismissal is not warranted.

According to the Receiver, as explained in the Receiver's Motion,
the adjudication of a dispute based in state law among three
brothers who claim to have ownership interests in the Debtor has
no place in Bankruptcy Court.  "And, Shanghai Bank's position is
not dispositive as to whether this case is a bad faith filing or
whether it should be dismissed for other reasons -- particularly
since Shanghai Bank has not represented that any mortgage payments
were missed, and, in fact, it is fully secured and its interests
are fully protected.

"More important to the Court's adjudication of the Motion is what
the Debtor has not addressed: the intractable conflicts of
interest of the Debtor's insiders, including the conflict of
Jeffrey Wu, the Debtor's alleged president, in pursuing relief
that will enable him to stop the enforcement of a $3 million
judgment against the Debtor's tenant, Hong Kong Supermarket, a
company he owned and/or controlled, which otherwise would benefit
the Debtor."

These conflicts, the Receiver asserts, as well as numerous other
facts, support dismissal or suspension of the case.

A copy of the Receiver' Reply is available at:

        http://bankrupt.com/misc/queenelizabeth.doc43.pdf

Queen Elizabeth Realty Corp. filed a Chapter 11 petition (Bankr.
S.D.N.Y. Case No. 13-12335) on July 17, 2013.  Jeffrey Wu signed
the petition as president.  Judge Stuart M. Bernstein presides
over the case.  Jonathan S. Pasternak, Esq., at Delbello Donnellan
Weingarten Wise & Wiederkehr, LLP, serves as the Debtor's counsel.
The Debtor disclosed $20 million of total assets and $12 million
of total liabilities in its Schedules.  The petition was signed by
Jeffrey Wu, president of QERC and owner of 1/3 of the Debtor's
shares.  Jeffrey Wu and Lewis Wu (brothers of Phillip Wu,
brothers-in-law of Margaret Wu, each own 1/3 of the shares of the
Debtor.


REAL ESTATE ASSOCIATES: Posts $4.8 Million Net Income in Q3
-----------------------------------------------------------
Real Estate Associates Limited VII filed with the U.S. Securities
and Exchange Commission its quarterly report on Form 10-Q
disclosing net income of $4.80 million on $0 of revenues for the
three months ended Sept. 30, 2013, as compared with net income of
$2.44 million on $0 of revenues for the same period during the
prior year.

For the nine months ended Sept. 30, 2013, the Company reported net
income of $7.99 million on $0 of revenue as compared with net
income of $7.94 million on $0 of revenues for the same period a
year ago.

The Company's balance sheet at Sept. 30, 2013, showed $886,000 in
total assets, $18,000 in total liabilities and $868,000 in total
partners' capital.

A copy of the Form 10-Q is available for free at:

                         http://is.gd/SFd1bT

                    About Real Estate Associates

Real Estate Associates Limited VII is a limited partnership which
was formed under the laws of the State of California on May 24,
1983.  On Feb. 1, 1984, the Partnership offered 2,600 units
consisting of 5,200 limited partnership interests and warrants to
purchase a maximum of 10,400 additional limited partnership
interests through a public offering managed by E.F. Hutton Inc.
The Partnership received $39,000,000 in subscriptions for units of
limited partnership interests (at $5,000 per unit) during the
period from March 7, 1984 to June 11, 1985.

The general partners of the Partnership are National Partnership
Investments Corp., a California Corporation, and National
Partnership Investments Associates II.  The business of the
Partnership is conducted primarily by NAPICO, a subsidiary of
Apartment Investment and Management Company, a publicly traded
real estate investment trust.

As of Sept. 30, 2012, and Dec. 31, 2011, the Partnership holds
limited partnership interests in 1 and 11 Local Limited
Partnerships, respectively, and a general partner interest in REA
IV which, in turn, holds limited partnership interests in 3 and 8
additional Local Limited Partnerships, respectively; therefore,
the Partnership holds interests, either directly or indirectly
through REA IV, in 4 and 19 Local Limited Partnerships,
respectively.  The other general partner of REA IV is NAPICO.  The
Local Limited Partnerships own residential low income rental
projects consisting of 403 and 1,237 apartment units at Sept. 30,
2012, and Dec. 31, 2011, respectively.  The mortgage loans of
these projects are payable to or insured by various governmental
agencies.

The Partnership disclosed net income of $13.01 million on $0 of
revenue for the year ended Dec. 31, 2012, as compared with a net
loss of $861,000 on $0 of revenue during the prior year.

Ernst & Young LLP, in Greenville, South Carolina, issued a "going
concern" qualification on the consolidated financial statements
for the year ended Dec. 31, 2012.  The independent auditors noted
that the Partnership continues to generate recurring operating
losses.  In addition, notes payable and related accrued interest
totalling $8.09 million are in default due to non-payment.  These
conditions raise substantial doubt about the Partnership's ability
to continue as a going concern.


REEF RESOURCES: Applies for Management Cease Trader Order
---------------------------------------------------------
Reef Resources Ltd. on Nov. 20 disclosed that it has made an
application to the Alberta Securities Commission to approve a
temporary management cease trade order under National Policy 12-
203 Cease Trade Orders for Continuous Disclosure Defaults, which,
if granted, will prohibit trading in securities of the Corporation
by certain insiders of the Corporation, whether direct or
indirect.  The Corporation is unable to file its annual financial
statements for the year ended July 31, 2013, its interim financial
statements for the period ended October 31, 2013 and the
management's discussion and analysis and related Chief Executive
Officer and Chief Financial Officer certificates for each of these
periods before their respective November 28, 2013 and December 30,
2013 filing deadlines.

Reef's failure to file the Required Filings before the Filing
Deadlines is a result of delays in obtaining the funding necessary
to retain an auditor and related accounting services.  The
Corporation is actively securing additional financing and expects
to have the financing completed by December 16, 2013 and expects
the auditor and accountant to complete the annual and interim
financial statements within 6 weeks of the closing of the
financing.

The Corporation anticipates that it will be a position to remedy
the default by filing the Required Filings by January 28, 2013.
The MCTO will be in effect until the Required Filings are filed.

The Corporation intends to satisfy the provisions of the
alternative information guidelines set out in section 4.3 and 4.5
of NP 12-203 so long as the Required Filings are outstanding.

The Corporation has not taken any steps towards any insolvency
proceeding and the Corporation has no material information to
release to the public.

Reef Resources Ltd. -- http://www.reefresources.ca-- is engaged
in the exploration, development and production of oil and natural
gas in Canada.


REEVES DEVELOPMENT: Plan Outline Hearing Continued Until Dec. 3
---------------------------------------------------------------
The U.S. Bankruptcy Court for the Western District of Louisiana,
in a minute entry, continued until Dec. 3, 2013, the hearing to
consider the adequacy of the Disclosure Statement explaining
Reeves Development Company, LLC's Plan of Reorganization dated
Feb. 27, 2013.  Objections, if any, are due seven days prior to
the hearing date.

As reported in the Troubled Company Reporter on March 27, 2013,
the Plan provides that on the effective date, all allowed accrued
interest calculated at the non-default contractual rate of 4% per
annum plus any amounts allowed by the Court will be capitalized
and added to the outstanding principal balance due under the note
issued by Iberia Bank.  The maturity of the Iberia Note will be
extended to 60 months from the Effective Date.  The Debtor will
then repay the New Principal Balance with interest accruing at the
non-default contractual rate of 4% per annum from the Effective
Date.

Holders of allowed secured vendor claims will receive quarterly
interest payments equal to 2% per annum on the outstanding
principal balance, plus an amount equal to the claim holders' pro
rata share as to the total allowed outstanding principal balances
of the total claims of an amount equal to $1,500 per acre for each
acre of land sold by the Debtor.

Branch Banking and Trust has agreed to a settlement of its
unsecured claims against the Debtor in exchange for certain
concessions from the Debtor's affiliated company, Houma Dollar
Partners, LLC.  In exchange for these concessions, the Debtor has
agreed to forgo any payments due from Houma Dollar Partners.  The
arrangement is subject to court approval in the bankruptcy case of
Houma Dollar Partners, LLC Case No. 12-20649.

Holders of allowed general unsecured claims, which class of claims
includes potential contract offset claims of $152,552, will be
paid quarterly interest payments equal to 2% of the outstanding
balance of the approved claim.

The holder of the subordinated claim of Reeves Commercial
Properties, LLC, agrees that it will not receive any payments for
its claims, until all other approved claims under the Plan have
been paid in full.

Equity holders have likewise agreed to forgo any payments under
the Plan until all creditors have received principal payments
totaling 50% of the approved balance as of the effective date.
Any payments to Equity holders allowed under the Plan will be
limited to an amount equal to the tax liability passed through to
the equity holders by the Debtor.

A full-text copy of the Disclosure Statement dated Feb. 27, 2013,
is available for free at http://bankrupt.com/misc/REEVESds0227.pdf

                     About Reeves Development

Reeves Development Company, LLC, a commercial and residential real
estate developer, filed a Chapter 11 petition (Bankr. W.D. La.
Case No. 12-21008) in Lake Charles, Louisiana, on Oct. 30, 2012.
The closely held developer was founded in 1998 by Charles Reeves
Jr., its sole owner.  Reeves Development has about 80 employees
and generates about $40 million in annual revenue, according to
its Web site.

Bankruptcy Judge Robert Summerhays oversees the case.  Arthur A.
Vingiello, Esq. -- avingiello@steffeslaw.com -- at Steffes,
Vingiello & McKenzie, LLC, in Baton Rogue, Louisiana, represents
the Debtor as counsel.

Reeves Development scheduled assets of $15,454,626 and liabilities
of $20,156,597 as of the Petition Date.

Affiliate Reeves Commercial Properties, LLC (Bankr. W.D. La. Case
No. 12-21009) also sought court protection.


RESIDENTIAL CAPITAL: JSN Says Fee Claims Should be Paid
-------------------------------------------------------
BankruptcyData reported that Residential Capital's ad hoc
committee of junior secured note holders filed with the U.S.
Bankruptcy Court a supplemental objection related to the First
Amended Chapter 11 Plan.

The objection explains, "Since the filing of the Initial
Objection, the Plan Proponents have materially modified the plan,
necessitating the filing of this Supplemental Objection. Under the
Original Plan...the Notes Trustee's claims for fees, expenses and
other charges, including indemnification, under the JSN Indenture
(the 'Notes Trustee's Fee Claims') were to be paid in full under
Class 3 of each of the respective Debtor silos.  By the Amended
Plan, the Plan Proponents seek to un-classify that portion of the
JSN Claims asserting the Notes Trustee's Fee Claims.  In
supplemental pleadings filed in support of the Amended Plan, the
Plan Proponents take the position that the Notes Trustee's Fee
Claims are not entitled to any direct recovery from the Debtors'
estates.  The Amended Plan's failure to provide for the Notes
Trustee's Fee Claims ignores Second Circuit precedent, violates
Section 1129(b)(1) of the Bankruptcy Code, and unless remedied,
should result in denial of confirmation of the Amended Plan."

                     About Residential Capital

Residential Capital LLC, the unprofitable mortgage subsidiary of
Ally Financial Inc., filed for bankruptcy protection (Bankr.
S.D.N.Y. Lead Case No. 12-12020) on May 14, 2012.

Neither Ally Financial nor Ally Bank is included in the bankruptcy
filings.

ResCap, one of the country's largest mortgage originators and
servicers, was sent to Chapter 11 with 50 subsidiaries amid
"continuing industry challenges, rising litigation costs and
claims, and regulatory uncertainty," according to a company
statement.

ResCap disclosed $15.68 billion in assets and $15.28 billion in
liabilities at March 31, 2012.

Centerview Partners LLC and FTI Consulting are acting as financial
advisers to ResCap.  Morrison & Foerster LLP is acting as legal
adviser to ResCap.  Curtis, Mallet-Prevost, Colt & Mosle LLP is
the conflicts counsel.  Rubenstein Associates, Inc., is the public
relations consultants to the Company in the Chapter 11 case.
Morrison Cohen LLP is advising ResCap's independent directors.
Kurtzman Carson Consultants LLP is the claims and notice agent.

Ray C. Schrock, Esq., at Kirkland & Ellis LLP, in New York, serves
as counsel to Ally Financial.

ResCap sold most of the businesses for a combined $4.5 billion.
The Bankruptcy Court in November 2012 approved ResCap's sale of
its mortgage servicing and origination platform assets to Ocwen
Loan Servicing, LLC and Walter Investment Management Corporation
for $3 billion; and its portfolio of roughly 50,000 whole loans to
Berkshire Hathaway for $1.5 billion.

Bankruptcy Creditors' Service, Inc., publishes RESIDENTIAL CAPITAL
BANKRUPTCY NEWS.  The newsletter tracks the Chapter 11 proceeding
undertaken by affiliates of Residential Capital LLC and its
affiliates (http://bankrupt.com/newsstand/or 215/945-7000).


RESIDENTIAL CAPITAL: Did Not Put Value on Intercompany Claims
-------------------------------------------------------------
Nick Brown, writing for Reuters, reported that bankrupt mortgage
lender Residential Capital LLC made no effort to put a value on
the legal claims that are now an obstacle to its plan to repay
creditors, the company's restructuring chief said on Nov. 20.

According to the report, ResCap is in the midst of a six-day
hearing before Judge Martin Glenn, seeking approval for the plan
that would allow it to end its Chapter 11 bankruptcy proceeding
and begin paying back creditors, including the owners of
residential mortgage-backed securities that collapsed in the 2008
mortgage crisis.

Most creditors support the plan, but one group of bondholders
wants the plan thrown out because they say it shortchanges them by
$340 million in owed interest payments, the report related.

At the center of the dispute are potential claims for money owed
between the company's various corporate entities and whether they
have value, the report added.

At a hearing on Nov. 20, a lawyer for the bondholders asked the
company's restructuring chief, Lewis Kruger, whether he and his
team of advisers made efforts to quantify what the claims may have
been worth, the report said.

                     About Residential Capital

Residential Capital LLC, the unprofitable mortgage subsidiary of
Ally Financial Inc., filed for bankruptcy protection (Bankr.
S.D.N.Y. Lead Case No. 12-12020) on May 14, 2012.

Neither Ally Financial nor Ally Bank is included in the bankruptcy
filings.

ResCap, one of the country's largest mortgage originators and
servicers, was sent to Chapter 11 with 50 subsidiaries amid
"continuing industry challenges, rising litigation costs and
claims, and regulatory uncertainty," according to a company
statement.

ResCap disclosed $15.68 billion in assets and $15.28 billion in
liabilities at March 31, 2012.

Centerview Partners LLC and FTI Consulting are acting as financial
advisers to ResCap.  Morrison & Foerster LLP is acting as legal
adviser to ResCap.  Curtis, Mallet-Prevost, Colt & Mosle LLP is
the conflicts counsel.  Rubenstein Associates, Inc., is the public
relations consultants to the Company in the Chapter 11 case.
Morrison Cohen LLP is advising ResCap's independent directors.
Kurtzman Carson Consultants LLP is the claims and notice agent.

Ray C. Schrock, Esq., at Kirkland & Ellis LLP, in New York, serves
as counsel to Ally Financial.

ResCap sold most of the businesses for a combined $4.5 billion.
The Bankruptcy Court in November 2012 approved ResCap's sale of
its mortgage servicing and origination platform assets to Ocwen
Loan Servicing, LLC and Walter Investment Management Corporation
for $3 billion; and its portfolio of roughly 50,000 whole loans to
Berkshire Hathaway for $1.5 billion.

Bankruptcy Creditors' Service, Inc., publishes RESIDENTIAL CAPITAL
BANKRUPTCY NEWS.  The newsletter tracks the Chapter 11 proceeding
undertaken by affiliates of Residential Capital LLC and its
affiliates (http://bankrupt.com/newsstand/or 215/945-7000).


RGR WATKINS: Combined Hearing on Plan Set for Dec. 19
-----------------------------------------------------
On Nov. 8, 2013, the U.S. Bankruptcy Court for the Middle District
of Florida entered an order conditionally approving the amended
disclosure statement filed by RGR Watkins, LLC, in support of its
Chapter 11 Plan of Reorganization.

Any written objections to the Disclosure Statement will be filed
with the court and served on the Local Rule 1007-2 Parties in
Interest List no later than seven days prior to Confirmation
hearing which is scheduled for Dec. 19, 2013, at 10:00 a.m.

The voting deadline is Dec. 11, 2013.

Objections to confirmation will be filed with the court no later
than Dec. 12, 2013.

The Debtors will file a ballot tabulation no later than Dec. 16,
2013.

All creditors and parties-in-interest that assert a claim against
the Debtor which arose after the filing of this case, including
all professionals seeking compensation from the estate of the
Debtor pursuant to Bankruptcy Code Section 330, must file motions
or applications for the allowance of such claims with the court no
later than Dec. 22, 2013.  Applications for payment of
administrative expenses will be heard at same date and time as the
Confirmation Hearing if the applicant has served notice of the
hearing on the application (expressly stating the total amount
requested) on all creditors at least 21 days' before the hearing
(e.g., twenty-one days prior to the date of the Confirmation
Hearing).  Any motion or application not noticed in time to be
heard at the Confirmation Hearing will be scheduled for hearing at
a later date.

                   Amended Disclosure Statement

The Plan generally provides for one of the following two options:
(i) the Debtor will transfer the Project and the North Trail
Property to CJUF in full settlement and satisfaction of its
Allowed Claim, and Robert G. Roskamp will pay Allowed Unsecured
Claims in full with interest over a period of five years from the
Effective Date; or (ii) the Debtor will retain the Project.

Under Option 1, all litigation by CJUF against the Debtor and
Roskamp will be dismissed with prejudice, and Roskamp and the
Debtor will release and dismiss with prejudice all of the CJUF/BOA
Causes of Action.

Under Option 2, Roskamp will make the Roskamp Contribution to the
Debtor as and when necessary to fund operations.

The Allowed CJUF Prepetition Claims will be paid in full.  CJUF
will receive interest-only payments for the first 12 months after
the Effective Date.  Beginning on the first day of the thirteenth
month following the Effective Date, the Debtor will make payments
of principal and interest, amortized over 30 years.  The monthly
payment amount will be reamortized based on the unexpired term of
the 360 month schedule in the event of a principal reduction
caused by the payment of sale proceeds or otherwise.

The Allowed CJUF Prepetition Claims will mature and become due and
payable on the first day of the 60th month after the Effective
Date.

On the Effective Date, the Debtor will cause to be transferred to
CJUF the North Trail Property by deed in lieu of foreclosure or by
consent to foreclosure, at CJUF's option.  In exchange for such
transfer, the principal balance of the Allowed CJUF Prepetition
Claims will be reduced by $1 million.

Option 2 will only be triggered if CJUF timely votes against or
timely objects to the Plan on or before the applicable deadlines
under the Disclosure Statement Approval Order.  Otherwise, the
Debtor will proceed with Option 1 at the Confirmation Hearing.

Equity Interests in Class 6 will not be affected by the Plan and
the Member will retain the Equity Interests.  No Distributions
will be made under the Plan on account of the Equity Interests
unless and until all senior classes are paid in full.

A copy of the Amended Disclosure Statement is available at:

          http://bankrupt.com/misc/rgrwatkins.doc54.pdf

                         About RGR Watkins

RGR Watkins, LLC, owns Watkins Business Center n/k/a Gateway
Business Park located in the largest community improvement
district just off Interstate 75 abd Hunnt Carter Boulevard in
Norcross, approximately 30 miles northeast of Atlanta.

RGR Watkins, LLC, filed a petition for Chapter 11 protection
(Bankr. M.D. Fla. Case No. 13-12147) on Sept. 12, 2013, in Tampa,
Florida.  The petition was signed by Robert G. Roskamp as manager.
The Debtor estimated assets and debts of at least $10 million.
The Debtor is represented by Elena P. Ketchum, Esq. --
eketchum.ecf@srbp.com -- and Amy Denton Harris, Esq. --
aharris.ecf@srbp.com -- at Stichter, Riedel, Blain & Prosser,
P.A., in Tampa, FL, as counsel.


RIH ACQUISITIONS: Dec. 17 Auction Set for Atlantic Club Casino
--------------------------------------------------------------
Peg Brickley, writing for Daily Bankruptcy Review, reported that
the stage is set for a Dec. 17 auction for Atlantic Club Casino
Hotel, one of the smallest gambling operations on the beaten-down
Atlantic City Boardwalk.

                        About RIH Acquisitions

RIH Acquisitions NJ LLC, doing business as the Atlantic Club
Casino Hotel in Atlantic City, New Jersey, filed a Chapter 11
petition on Nov. 6, 2013 (Bankr. D.N.J. Case No. 13-34483) in
Camden, New Jersey, designed to sell the property in the near
term.

The Debtors are represented by Michael D. Sirota, Esq., and Warren
A. Ustaine, Esq., at Cole, Schotz, Meisel, Forman & Leonard, P.A.,
in Hackensack, New Jersey; and Paul V. Shalhoub, Esq., at Willkie
Farr & Gallagher LLP, in New York.  Duane Morris, LLP, serves as
the Debtors' special gaming regulatory counsel.

Imperial Capital, LLC, serves as financial advisor and investment
banker to the Debtors, while Mercer (US) Inc. serves as
compensation consultant.  Kurtzman Carson Consultants LLC is the
Debtors' claims and noticing agent.

Northlight Financial LLC, as DIP Lender, is represented by Harlan
W. Robins, Esq., at Dickinson Wright PLLC, in Columbus, Ohio;
Kristi A. Katsma, Esq., at Dickinson Wright PLLC, in Detroit,
Michigan; and Bruce Buechler, Esq., and Kenneth A. Rosen, Esq., at
Lowenstein Sandler LLP, in Roseland, New Jersey.


RIVIERA HOLDINGS: Incurs $5.7-Mil. Net Loss in Third Quarter
------------------------------------------------------------
Riviera Holdings Corporation filed its quarterly report on Form
10-Q, reporting a net loss of $5.7 million on $18.8 million of net
revenues for the three months ended Sept. 30, 2013, compared with
a net loss of $19.6 million on $18.3 million of net revenues for
the same period last year.

The Company reported a net loss of $20.6 million on $49.4 million
of net revenues for the nine months ended Sept. 30, 2013, compared
with a net loss of $11.8 million on $60.1 million of net revenues
for the corresponding period of 2012.

The Company's balance sheet at Sept. 30, 2013, showed
$209.8 million in total assets, $118.1 million in total
liabilities, and stockholders' equity of $91.7 million.

A copy of the Form 10-Q is available at http://is.gd/MINA4R

                      About Riviera Holdings

Las Vegas-based Riviera Holdings Corporation owns and operates
Riviera Las Vegas on the Las Vegas Strip in Las Vegas, Nevada, and
owned and operated Riviera Black Hawk in Black Hawk, Colorado
until its sale on April 26, 2012.

                           *     *     *

Ernst & Young LLP, in Las Vegas, Nevada, expressed substantial
doubt about the Company's ability to continue as a going concern,
following its audit of the Company's annual report for 2012.  The
independent auditors noted that the Company has recurring losses
from operations and has a working capital deficiency.  "In
addition, the Company is in default under the loan agreements with
its shareholders."


SCRUB ISLAND: Resort Seeks Bankruptcy Over Receivership
-------------------------------------------------------
Michael Bathon, substituting for Bill Rochelle, the bankruptcy
columnist for Bloomberg News, reports that Scrub Island
Development Group Ltd., the owner of a British Virgin Islands
luxury resort, sought bankruptcy protection to end a receivership
it claims was secretly put in place by its lender.

According to the report, the company listed debt and assets of
more than $100 million each in Chapter 11 documents filed Nov. 19
in U.S. Bankruptcy Court in Tampa, Florida, where it is based.

Scrub Island Development Group owns the island and resort of the
same name nestled in the side of the smaller of two halves of a
230-acre private island connected by a narrow strip of land. It's
the first resort development built in the British Virgin Islands
in more than 15 years, according to its website.

FirstBank Puerto Rico, the company's lender, is owed about $108
million, according to court documents. FirstBank initiated a
"highly secretive appointment" of a temporary receiver of the
Scrub Island Development Group's assets without prior notice to
the company or its lawyers, the resort operator said in court
papers.

To prevent the receiver from damaging its business and to
terminate the court order, Scrub Island Development Group sought
bankruptcy protection and said in court filings that it will
pursue a lawsuit against the bank for claims including breach of
contract, civil conspiracy, and unfair and deceptive trade
practices.

The company said the bank engaged in unauthorized contact with an
executive at affiliated company Mainsail Lodging & Development and
obtained confidential information from the executive, who was
later terminated, according to court documents. The executive
isn't identified in the filing.

Mainsail Lodging & Development's president, Joe C. Collier III,
became involved in the design and development of Scrub Island in
2005, according to court papers. Mainsail, which has the same
address as Scrub Island Development Group and whose president
signed the company's bankruptcy petition, was contracted as the
exclusive and sole developer and operator of the resort.

Mainsail Management Group is the biggest unsecured creditor, owed
about $1.5 million, and its affiliates are also four of the other
top 10 unsecured creditors.

Scrub Island Development Group said in court papers current assets
are on the books for about $2 million and non-current assets had a
book value of $124.3 million, while an affiliate that also filed
for bankruptcy has assets worth about $10.6 million.

The resort has 52 guest suites ranging from about 350 square feet
to about 1,600 square feet and six two- to four-bedroom hillside
villas ranging from 3,000 square feet to 6,000 square feet that
include private chefs and attendants on request.

The case is In re Scrub Island Development Group Ltd., 13-15285,
U.S. Bankruptcy Court, Middle District of Florida (Tampa).


SECUREALERT INC: Sapinda to Sell 3.9 Million Common Shares
----------------------------------------------------------
SecureAlert, Inc., registered with the U.S. Securities and
Exchange Commission 3,905,917 shares of common stock for resale by
Sapinda Asia Limited.

The Company is not selling any securities under this prospectus
and will not receive any of the proceeds from the sale or other
disposition of the Shares of Common Stock by the selling
shareholder.  The Company will pay the expenses incurred in
registering the Shares, including legal and accounting fees.

The Company's Common Stock is currently quoted on the OTC Markets
(OTCQB) under the symbol "SCRA."  On Nov. 12, 2013, the last
reported sale price of the Company's Common Stock was $18.90 per
share.

A copy of the Form S-1 is available for free at:

                        http://is.gd/zQ8b4k

                         About SecureAlert

Sandy, Utah-based SecureAlert, Inc., markets and deploys offender
management programs, combining patented GPS tracking technologies,
fulltime 24/7/365 intervention-based monitoring capabilities and
case management services.

Hansen, Barnett & Maxwell, P.C., in Salt Lake City, Utah, issued a
"going concern" qualification on the consolidated financial
statements for the fiscal year ended Sept. 30, 2012, citing
losses, negative cash flows from operating activities, notes
payable in default and an accumulated deficit, which conditions
raise substantial doubt about its ability to continue as a going
concern.

The Company's balance sheet at June 30, 2013, showed
$27.63 million in total assets, $9.73 million in total
liabilities, and $17.90 million in total equity.


SHILO INN: Disclosure Statement Hearing Continued to Dec. 19
------------------------------------------------------------
On Nov. 5, 2013, the U.S. Bankruptcy Court for the Central
District of California entered an order approving the stipulation
between Debtors Shilo Inn, Twin Falls, LLC, et al., and California
Bank & Trust further continuing hearings and deadlines with
respect to (1) approval of the Debtors' Disclosure Statement
Motion; and (2) California Bank & Trust's Relief from Stay Motion.

Pursuant to the stipulation, among other things:

   1. the hearing on the Disclosure Statement Motion will be
      continued from Nov. 21, 2013, at 1:30 p.m. to Dec. 19, at
      1:30 p.m.;

   2. the hearing on the RFS Motion will be continued from
      Nov. 21, 2013, at 1:30 p.m., to Dec. 19, 2013, at 1:30 p.m.;

   3. the briefing schedule and deadlines for filing oppositions,
      objections, responses, and replies to the Disclosure
      Statement motion, and CBT's RFS Motion will be continued and
      set in accordance with Local Bankruptcy Rule 9013-1.

As reported in the TCR on Oct. 28, 2013, California Bank & Trust,
assignee of holder of deed of trust, asked the Bankruptcy Court
for relief from the automatic stay as to these properties:

   1. Shilo Inn, Rose Garden, LLC's real property located at
      1506 NE 2nd Avenue, Portland, Oregon;

   2. Shilo Inn, Moses Lake, Inc.'s real property located at
      1819 E. Kittleson Road, Moses Lake, Washington;

   3. Shilo Inn, Seaside East, LLC's real property located at
      900 S. Holladay Drive, Seaside, Oregon;

   4. Shilo Inn, Nampa Blvd, LLC's real property located at
      617 Northside Boulevard, Nampa, Idaho; and

   5. Shilo Inn, Boise Airport, LLC's real property located
      at 4111 S. Broadway Avenue, at Boise, Idaho.

According to California Bank, cause exist to lift the stay because
the bank's interest in the collateral is not protected by an
adequate equity cushion, and the Debtor has no equity in the
property, and the property is not necessary to an effective
reorganization.

As reported in the TCR on Sept. 5, 2013, Shilo Inn, Twin Falls,
LLC, et al., filed with the U.S. Bankruptcy Court for the Central
District of California a Joint Plan of Reorganization and
Disclosure Statement dated Aug. 29, 2013.

Under the Plan, the Debtors propose to pay all claims in full,
unless otherwise agreed with the claimholder, with unsecured
claims to be paid over a three-month period from the Plan
Effective Date.

Non-insider general unsecured creditors can expect to have their
claims paid in full in this manner:

  -- The first payment will be made on the effective date of the
     Plan, which is anticipated to be on Jan. 2, 2014, in the
     aggregate amount of $64,596;

  -- The Reorganized Debtors will make two additional payments,
     each in the amount of $64,596 in months two and three
     following the Effective Date, for a total payout to non-
     insider general unsecured creditors in the amount of
     $193,788, which the Debtors believe constitutes 100% payment,
     excluding interest.

The Debtors included cash flow projections in its Plan proposal to
show that it will have sufficient cash on hand on the Plan
Effective Date to make the payment required.

A copy of the Plan and Disclosure Statement dated Aug. 29 is
available for free at:

     http://bankrupt.com/misc/SHILOINN_PlanDSAug29.PDF

                    About Shilo Inn, Twin Falls

Shilo Inn, Twin Falls, LLC, and six affiliates filed a Chapter 11
petition (Bankr. C.D. Cal. Case No. 13-21601) on May 1, 2013.
Judge Richard M. Neiter presides over the case.  Shilo Inn, Twin
Falls, estimated assets of at least $10 million and debts of at
least $1 million.

Shilo Inn, Twin Falls; Shilo Inn, Nampa Blvd, LLC; Shilo Inn,
Newberg, LLC; Shilo Inn, Seaside East, LLC, Shilo Inn, Moses Lake,
Inc.; and Shilo Inn, Rose Garden, LLC each operates and owns a
hotel.  California Bank and Trust is the primary, senior secured
lender for each of the Debtors.

The Debtors sought Chapter 11 protection after CBT on May 1, 2013,
filed for receiverships in district court.

David B. Golubchick, Esq., Kurt Ramlo, Esq., and J.P. Fritz, Esq.,
at Levene, Neale, Bender, Yoo & Brill LLP, in Los Angeles,
represent the Debtors in their restructuring effort.

The Debtors' Joint Plan of Reorganization dated Aug. 29, 2013,
provides for payment of all claims in full, unless otherwise
agreed with the claimholder, with unsecured claims to be paid over
a three-month period from the Plan Effective Date.


SIMON WORLDWIDE: Incurs $932,000 Net Loss in Third Quarter
----------------------------------------------------------
Simon Worldwide, Inc., filed with the U.S. Securities and Exchange
Commission its quarterly report on Form 10-Q disclosing a net loss
of $932,000 on $0 of revenue for the three months ended Sept. 30,
2013, as compared with a net loss of $307,000 on $0 of revenue for
the same period during the prior year.

For the nine months ended Sept. 30, 2013, the Company reported a
net loss of $2.35 million on $0 of revenue as compared with a net
loss of $1.14 million on $ of revenue for the same period a year
ago.

The Company's balance sheet at Sept. 30, 2013, showed $6.18
million in total assets, $926,000 in total liabilities, all
current, and $5.25 million in total stockholders' equity.

A copy of the Form 10-Q is available for free at:

                        http://is.gd/I4HGnC

                       About Simon Worldwide

Based in Los Angeles, Simon Worldwide, Inc. (OTC: SWWI) no longer
has any operating business.  Prior to August 2001, the Company
operated as a multi-national full-service promotional marketing
company, specializing in the design and development of high-impact
promotional products and sales promotions.  At Dec. 31, 2009,
the Company held an investment in Yucaipa AEC Associates, LLC, a
limited liability company that is controlled by the Yucaipa
Companies, a Los Angeles, California based investment firm.
Yucaipa AEC in turn principally held an investment in the common
stock of Source Interlink Companies, a direct-to-retail magazine
distribution and fulfillment company in North America, and a
provider of magazine information and front-end management services
for retailers and a publisher of approximately 75 magazine titles.
Yucaipa AEC held this investment in Source until April 28, 2009,
when Source filed a pre-packaged plan of reorganization under
Chapter 11 of the U.S. Bankruptcy Code.

Simon Worldwide disclosed a net loss of $1.52 million on $0
revenue for the year ended Dec. 31, 2012, as compared with a net
loss of $1.97 million on $0 revenue in 2011.


SOLAR POWER: Delays Form 10-Q for Q3 Over Accounting Issues
-----------------------------------------------------------
Solar Power, Inc., was unable to file its interim report on Form
10-Q for the three months ended Sept. 30, 2013, within the
prescribed time period due to accounting issues related to its
Italian operations and subsequent delays in completing the
required consolidation under U.S. GAAP.  The process of compiling
and disseminating the information required to be included in the
Form 10-Q for the relevant fiscal period, as well as the
completion of the required review of its financial information,
could not be completed without incurring undue hardship and
expense.

                         About Solar Power

Roseville, Cal.-based Solar Power, Inc., is a global solar
energy facility ("SEF") developer offering its own brand of high-
quality, low-cost distributed generation and utility-scale SEF
development services.  Primarily, the Company works directly with
and for developers around the world who hold large portfolios of
SEF projects for whom it serves as an engineering, procurement and
construction contractor.  The Company also performs as an
independent, turnkey SEF developer for one-off distributed
generation and utility-scale SEFs.

Solar Power disclosed a net loss of $25.42 million in 2012, as
compared with net income of $1.60 million in 2011.  The Company's
balance sheet at June 30, 2013, showed $141.13 million in total
assets, $124.38 million in total liabilities and $16.75 million in
total stockholders' equity.

Crowe Horwath LLP, in San Francisco, California, issued a "going
concern" qualification on the consolidated financial statements
for the year ended Dec. 31, 2012.  The independent auditors noted
that the Company has incurred a current year net loss of $25.4
million, has an accumulated deficit of $23.8 million, has
experienced a significant reduction in working capital, has past
due related party accounts payable and material adverse change and
default clauses in certain debt facilities under which the banks
can declare amounts immediately due and payable.  Additionally,
the Company's parent company LDK Solar Co., Ltd, has experienced
financial difficulties, which among other items, has caused delays
in project financing.  These matters raise substantial doubt about
the Company's ability to continue as a going concern.


SPANISH BROADCASTING: Incurs $2.4 Million Net Loss in 3rd Quarter
-----------------------------------------------------------------
Spanish Broadcasting System, Inc., filed with the U.S. Securities
and Exchange Commission its quarterly report on Form 10-Q
disclosing a net loss applicable to common stockholders of $2.37
million on $41.08 million of net revenue for the three months
ended Sept. 30, 2013, as compared with a net loss available to
common stockholders of $2.42 million on $35.88 million of net
revenue for the same period a year ago.

For the nine months ended Sept. 30, 2013, the Company reported a
net loss applicable to common stockholders of $8.84 million on
$116.25 million of net revenue as compared with a net loss
applicable to common stockholders of $11.35 million on $102.58
million of net revenue for the same period during the prior year.

The Company's balance sheet at Sept. 30, 2013, showed
$473.79 million in total assets, $435.94 million in total
liabilities, $92.34 million in cumulative exchangeable redeemable
preferred stock and a $54.50 million total stockholders' deficit.

"We reported robust top-line results during the third quarter,
supported by strong revenue gains across our operations,"
commented Raul Alarcon, Jr., Chairman and CEO.  "Our radio revenue
growth was well ahead of our industry, as we effectively converted
our leading audience shares into increased advertising dollars.
The investments we have made in our station brands, content
offering and sales force are leading to a considerable improvement
in our financial results.  We are also continuing to demonstrate
our ability to leverage live events to promote our assets to our
target audiences, while driving increased sponsorship dollars.
Looking ahead, we remain focused on leveraging our diversified
media platform to garner a greater share of advertising budgets
across our markets."

A copy of the Form 10-Q is available for free at:

                        http://is.gd/5YzXOd

                     About Spanish Broadcasting

Headquartered in Coconut Grove, Florida, Spanish Broadcasting
System, Inc. -- http://www.spanishbroadcasting.com/-- owns and
operates 21 radio stations targeting the Hispanic audience.  The
Company also owns and operates Mega TV, a television operation
with over-the-air, cable and satellite distribution and affiliates
throughout the U.S. and Puerto Rico.  Its revenue for the twelve
months ended Sept. 30, 2010, was approximately $140 million.

Spanish Broadcasting reported a net loss available to common
stockholders of $11.21 million in 2012, as compared with net
income available to common stockholders of $13.77 million during
the prior year.

                        Bankruptcy Warning

"We have experienced a decline in the level of business activity
of our advertisers, which has, and could continue to have, an
adverse effect on our revenues and profit margins.  In addition,
some of our advertisers and clients could experience serious cash
flow problems due to the slow economic recovery.  As a result,
they may attempt to renegotiate or cancel orders with us or alter
payment terms.  Our advertisers may be forced to reduce their
production, shut down their operations or file for bankruptcy
protection, which could have a material adverse effect on our
business.  Any further deterioration in the U.S. economy, any
worsening of conditions in the credit markets, or even the fear of
such a development, could intensify the adverse effects of these
difficult market conditions on our results of operations," the
Company said in its annual report for the year ended Dec. 31,
2012.

                           *     *     *

In November 2010, Moody's Investors Service upgraded the corporate
family and probability of default ratings for Spanish Broadcasting
System, Inc., to 'Caa1' from 'Caa3' based on improved free cash
flow prospects due to better than anticipated cost cutting and the
expiration of an unprofitable interest rate swap agreement.
Moody's said Spanish Broadcasting's 'Caa1' corporate family rating
incorporates its weak capital structure, operational pressure in
the still cyclically weak economic climate, generally narrow
growth prospects (though Spanish language is the strongest growth
prospect) given the maturity and competitive pressures in the
radio industry, and the June 2012 maturity of its term loan
magnify this challenge.

In July 2010, Standard & Poor's Ratings Services raised its
corporate credit rating on Miami, Fla.-based Spanish Broadcasting
System Inc. to 'B-' from 'CCC+', based on continued improvement in
the company's liquidity position.  "The rating action reflects
S&P's expectation that, despite very high leverage, SBS will have
adequate liquidity over the intermediate term to meet debt
maturities, potential swap settlements, and operating needs until
its term loan matures on June 11, 2012," said Standard & Poor's
credit analyst Michael Altberg.

As reported by the TCR on Dec. 4, 2012, Standard & Poor's Ratings
Services revised its rating outlook on Miami, Fla.-based Spanish
Broadcasting System Inc. (SBS) to negative from stable.  "We also
affirmed our existing ratings on the company, including the 'B-'
corporate credit rating," S&P said.


STACY'S INC: Seeks to Use Cash Collateral for Wind Down
-------------------------------------------------------
Stacy's, Inc., seeks approval from the bankruptcy court to use
cash collateral.  The Debtor proposes to use the existing
operating funds for payment of operating expenses which were
necessary for the continuation of the Debtor's businesses, in
anticipation and consummation of a sale pursuant to 11 U.S.C. Sec.
363 and completion of the Debtor's Chapter 11 case.

Bank of the West was the Debtor's primary prepetition secured
creditor, in the amount of $22.6 million with a lien on Stacy's
assets.

The bankruptcy judge previously entered interim orders authorizing
the use of cash collateral.

The Debtor sought approval of a sale of substantially all of its
assets to MG Acquisition, Inc.  Pursuant to a consent sale order,
BOTW was to pay $1.30 million of the sale proceeds to the Debtor
which constituted a carve-out for administrative claims of
$950,000 and a carve-out for general unsecured claims of $450,000.
In addition, BOTW agreed to pay the fee of SSG Advisors, Inc., the
postpetition trade payables, the Debtor's closing expenses, the
deed recording fees, and the prorated property taxes for 2013 from
the sales proceeds.

The consent sale order only addresses the sales proceeds and does
not address the cash collateral in any way.

On Aug. 30, 2013, the Debtor had $6.48 million in its operating
account from the Debtor's operations, which is about $3.3 million
more than the Debtor initially projected.  On or around Aug. 30,
2013, BOTW received $18.3 million from the sales proceeds and from
the Debtor's operating account.

Subsequent to the closing of the sale, the Debtor and MG reached
an agreement on the working capital adjustment, which resulted in
payment of an additional payment to BOTW of $585,006.

BOTW has received $18.9 million from the Debtor as a result of the
Debtor's ongoing operations and the sales process.

Subsequent to the closing of the sale to MG on Aug. 30, 2013, the
parties agreed that the Debtor should maintain $1 million in its
operating account to pay post closing payables and certain ongoing
expenses.

As of Nov. 11, 2013, the Debtor has $550,000 remaining in its
operating account that may be subject to BOTW's liens and/or post
petition replacement liens, to the extent that these liens exist.
The Debtor continues to receive refunds from creditors that
received advance payments for post petition goods or services that
exceeded the actual goods or services provided.  These funds
increase the amount in the Debtor's operating account.

The Debtor has certain ongoing post closing expenses that must be
paid from the Debtor's operating expenses, which are a result of
the Debtor's ongoing operations and the winding down of those
operations.

The Debtor has estimated post closing expenses in an amount not to
exceed $145,000, plus the unknown income tax liability.

The Debtor's ongoing post closing expenses are as follows:

   a. Income Tax Liability from the Debtor's Ongoing Operations
for 2013.  The Debtor roughly estimates that this liability will
be around $600,000, but the Debtor's actual tax liability will not
be known until the end of the year, when the returns are
finalized.

   b. Timothy Brindley and Elizabeth Bradford.  Post closing of
the sale, the Debtor's former employees became employees of MG
and/or one of MG's affiliated entities.  However, the Debtor has
needed to maintain the services, on a part time basis, of Timothy
Brindley and Elizabeth Bradford.  Mr. Brindley and Ms. Bradford
should be compensated for their continuing services to the Debtor,
and the Debtor does not expect this compensation to exceed
$50,000.

   c. SSG Monthly Fees.  In addition to SSG's sale fee of
$350,000, SSG is entitled to two monthly fees of $25,000 each, for
a total of $50,000.

   d. Ongoing United States Trustee Fees.  As this case continues,
the Debtor continues to incur quarterly United States Trustee
fees, which should be paid from its operating account.  The Debtor
only anticipates two more Quarterly UST Fess, at most, and does
not expect those fees to exceed $30,000 total.

    e. Portion of the Debtor's Worker's Compensation Insurance
Premium for the Prior Year.  Prior to the Post Closing period, the
Debtor maintained a worker's compensation insurance policy. The
Debtor anticipates that there will be an amount due to the carrier
but does not expect the amount to exceed $15,000.

                        About Stacy's Inc.

Stacy's Inc., a commercial greenhouse in York, South
Carolina, filed a Chapter 11 petition on June 21 (Bankr. D. S.C.
Case No. 13-03600) in Spartanburg, South Carolina, with a deal to
sell the business for $17 million to Metrolina Greenhouses, absent
higher and better offers.

Stacy's -- http://www.stacysgreenhouses.com/-- has 16 acres of
greenhouses on three farms aggregating 260 acres in York, South
Carolina.  The business employs 1,000 people during its peak
season.  The biggest customers include Home Depot, Lowe's, Wal-
Mart, Tractor Supply Company, Costco, and Harris Teeter.  The
secured lender is Bank of the West, owed $22.1 million secured by
liens on the assets.

The Debtor disclosed $26.4 million in total assets and $31.4
million in liabilities in its schedules.  The secured lender is
Bank of the West, owed $22.1 million secured by liens on the
assets.

The Debtor has tapped Barton Law Firm, P.A, as bankruptcy counsel;
Ouzts, Ouzts & Varn, P.A., as its financial advisor; SSG Advisors,
LLC, as its investment banker; and Faulkner and Thompson, P.A., to
provide limited accounting services.


STEREOTAXIS INC: Incurs $58.8 Million Net Loss in Third Quarter
---------------------------------------------------------------
Stereotaxis, Inc., filed with the U.S. Securities and Exchange
Commission its quarterly report on Form 10-Q disclosing a net loss
of $58.86 million on $10.82 million of total revenue for the three
months ended Sept. 30, 2013, as compared with a net loss of
$1.91 million on $11.56 million of total revenue for the same
period during the prior year.

For the nine months ended Sept. 30, 2013, the Company reported a
net loss of $64.79 million on $28.96 million of total revenue as
compared with a net loss of $4.92 million on $34.35 million of
total revenue for the same period a year ago.

The Company's balance sheet at Sept. 30, 2013, showed
$26.36 million in total assets, $44.16 million in total
liabilities and a $17.79 million total stockholders' deficit.

"We achieved two important milestones during the third quarter,
receiving FDA clearance to market our VdriveTM Robotic Navigation
System with V-SonoTM Intracardiac Echocardiography catheter
manipulator in the U.S. and reimbursement approval of our Niobe(R)
Magnetic Navigation System in Japan," said William Mills,
Stereotaxis Board Chairman and interim chief executive officer.
"Our immediate priorities now are to secure an in-country
distributor in Japan and establish reference sites in both
countries to enhance our marketing efforts.  Initial users of the
Vdrive with V-Sono system in the U.S. are already sharing among
their peers the positive outcomes they are experiencing with the
system, including improved productivity and catheter stability."

A copy of the Form 10-Q is available for free at:

                         http://is.gd/VFylld

                          About Stereotaxis

Based in St. Louis, Missouri, Stereotaxis, Inc., is a manufacturer
and developer of a suite of navigation systems in interventional
surgical procedures.  The Company's Epoch Solution is used in the
treatment of arrhythmias and coronary artery disease.

As of June 30, 2013, the Company had $23.99 million in total
assets, $49.63 million in total liabilities and a $25.63 million
total stockholders' deficit.


STOCKTON, CA: Files Amended Plan Documents
------------------------------------------
The city of Stockton, California on Nov. 15, 2013, filed a "First
Amended Plan For The Adjustment Of Debts" and an explanatory
disclosure statement.

The Debtor made changes to the Plan documents to address points
raised by various parties, including Wells Fargo Bank, in its
capacity as indenture trustee.

The Plan involves claims of $299,505,000 of publicly held
securities and addresses and resolves the City's obligations to
current and former employees and various other claims.

While the Plan permits the City to continue to maintain minimally
acceptable levels of vital municipal services for its residents
and businesses, and while it devotes substantial resources to the
repayment of the City's creditors, it nevertheless further defers
infrastructure maintenance as well as the optimal staffing of City
service units such as police and fire.

The Plan significantly impairs the interests of former employees
and retirees with respect to health benefits.  Outside of the
Plan, retirement benefits for current and future employees already
have been impacted by negotiated changes in the City's labor
agreements.  Retiree health benefits worth $1 billion for current
employees have been eliminated as a result of negotiated
agreements.  This loss of retiree health benefits constitutes an
approximate reduction in pension benefits, which along with
certain compensation changes for these employees amounts to a 30%
to 50% reduction from what they otherwise would have received.

Additionally, pension benefits for new employees hired after
Jan. 1, 2013, have been reduced by approximately 50% to 70%
(including lost retiree health benefits) for all employees and in
some cases higher for certain types of employees as a result of
changes in state law and changes in labor agreements that the City
has negotiated. New hires are also required to pay a greater share
of their future pension benefits.

Additionally, because of compensation reductions of up to 30% in
pensionable income negotiated in 2011 and 2012, the future
pensions of employees will be lower than they otherwise would have
been, though no further reduction is imposed by the Plan.  Such
reductions in compensation to City employees have the effect of
lowering the costs of pension benefits funded by the City.  The
City intends to fully fund the contributions to be made for the
reduced pension benefits of City employees.  Such pension
contributions will continue to be made to CalPERS in its capacity
as trustee for the City's pension trust for its retired workers
and their dependents who are the beneficiaries of this trust, as
well as for current employees and their beneficiaries (the City
has one contract with CalPERS, but there are three contract
groups: police, fire, and miscellaneous).

Holders of general unsecured claims -- which holders include, but
are not limited to, holders of lease rejection claims, the retiree
health benefit claimants, and the holders of leave buyout claims
-- will receive cash payment equal to a set percentage of the
allowed amount of such claims.  The percentage of the Allowed
amount paid on such claims will be the "unsecured claim payout
percentage" (unless the amount of the retiree health benefit
claims changes, that percentage will be equal to 0.93578% (i.e.,
$5,100,000 divided by $545,000,000) or such other amount as is
determined by the Bankruptcy Court before confirmation of the Plan
to constitute a pro-rata payment on such other general unsecured
claims.

The Plan does not alter the obligations of those City funds that
are restricted by grants, by federal law, or by California law;
pursuant to the Tenth Amendment to the United States Constitution
and the provisions of the Bankruptcy Code that implement the Tenth
Amendment, such funds cannot be impacted in the Chapter 9 Case.
Thus, securities payable solely from restricted funds are not
altered by the Plan.

A copy of the Disclosure Statement dated Nov. 15, 2013, is
available for free at:

  http://bankrupt.com/misc/Stockton_Plan_Outline_111513.pdf

                   Wells Fargo's Objection

Wells Fargo, as indenture trustee, objected to the Disclosure
Statement on the basis it fails to provide adequate and necessary
information concerning the treatment of certain bonds and
certificates under the proposed Plan.

"Further, in light of the City's statement that it anticipates
amending its Disclosure Statement and Plan in the future to
provide for, among other things, definitive settlement documents
with respect to the NPFG Settlement and the Assured Guaranty
Settlement, the Indenture Trustee reserves all rights to
supplement this Objection and raise additional objections to
the Disclosure Statement at or prior to any hearing on the
Disclosure Statement."

A copy of the objection is available at:
http://bankrupt.com/misc/stockton,ca.doc1193.pdf

The Debtors said that the Nov. 15 changes to the Disclosure
Statement resolves Wells Fargo's objection.

                        Franklin Objection

Prior to the Nov. 15 changes to the Plan documents, the Franklin
High Yield Tax-Free Income Fund and Franklin California High Yield
Municipal Fund filed an objection to the adequacy of the
information in the Disclosure Statement.

Franklin objects to its proposed treatment under the Plan, in
which it will receive a payment of only $95,000, or a recovery of
a mere 0.27%.  Franklin also objects to the adequacy of the
information in the Disclosure Statement, citing that the because
the City has failed to provide certain rudimentary information
that is essential for any informed judgment regarding the Plan.  A
copy of Franklin's Objection is available at:
http://bankrupt.com/misc/stockton,ca.doc1191.pdf

In response, the City points out that Franklin has declared war on
the Plan.

Counsel to the Debtor, Marc A. Levinson, Esq., at Orrick,
Herrington & Sutcliffe LLP, notes that the objection largely
requests that the City add information and analyses to the
disclosure statement that could have no logical purpose other than
to provide Franklin with pretrial discovery and admissions from
the City relevant only to its confirmation objection and adversary
proceeding.

Mr. Levinson avers, "Franklin will have its day in court, both in
connection with the adversary proceeding and during the battle
over confirmation.  However, there is no reason to subject the
City and its creditors to the cost and delay of amending the
disclosure statement in order to add or supplement information and
analyses that already are well known to Franklin and that already
have enabled Franklin to decide how to vote on the plan."

                       About Stockton, Cal.

The City of Stockton, California, filed a Chapter 9 petition
(Bankr. E.D. Cal. Case No. 12-32118) in Sacramento on June 28,
2012, becoming the largest city to seek creditor protection in
U.S. history.  The city was forced to file for bankruptcy after
talks with bondholders and labor unions failed.  Stockton
estimated more than $1 billion in assets and in excess of
$500 million in liabilities.

The city, with a population of about 300,000, identified the
California Public Employees Retirement System as the largest
unsecured creditor with a claim of $147.5 million for unfunded
pension costs.  In second place is Wells Fargo Bank NA as trustee
for $124.3 million in pension obligation bonds.  The list of
largest creditors includes $119.2 million owing on four other
series of bonds.

The city is being represented by Marc A. Levinson, Esq., and John
W. Killeen, Esq., at Orrick, Herrington & Sutcliffe LLP.  The
petition was signed by Robert Deis, city manager.

Mr. Levinson also represented the city of Vallejo, Cal. in its
2008 bankruptcy.  Vallejo filed for protection under Chapter 9
(Bankr. E.D. Cal. Case No. 08-26813) on May 23, 2008, estimating
$500 million to $1 billion in assets and $100 million to $500
million in debts in its petition.  In August 2011, Vallejo was
given green light to exit the municipal reorganization.   The
Vallejo Chapter 9 plan restructures $50 million of publicly held
debt secured by leases on public buildings.  Although the Plan
doesn't affect pensions, it adjusts the claims and benefits of
current and former city employees.  Bankruptcy Judge Michael
McManus released Vallejo from bankruptcy on Nov. 1, 2011.

The bankruptcy judge on April 1, 2013, ruled that the city of
Stockton is eligible for municipal bankruptcy in Chapter 9.


TEE INVESTMENT: Trustee Taps DiPietro and Thornton as Accountant
----------------------------------------------------------------
Christina W. Lovato, the Chapter 11 trustee of Tee Investment
Company, Limited Partnership dba Lakeridge Apartments, sought and
obtained authorization from the U.S. Bankruptcy Court for the
District of Nevada to employ DiPietro and Thornton to provide
Randall Thornton as accountant.

The Trustee requires the services of an accountant to determine
the accumulated depreciation and taxable basis of property of the
estate for the overall purpose of evaluating the tax consequences
of a sale of estate property.

DiPietro and Thornton will be paid at these hourly rates:

       Randall Thornton            $225
       Joe Costanza                $175
       Secretarial Staff            $60

DiPietro and Thornton will also be reimbursed for reasonable out-
of-pocket expenses incurred.

Randall Thornton assured the Court that the firm is a
"disinterested person" as the term is defined in Section 101(14)
of the Bankruptcy Code and does not represent any interest adverse
to the Debtors and their estates.

DiPietro and Thornton can be reached at:

       Randall Thornton
       DIPIETRO & THORNTON
       9550 Prototype Court, Suite 101
       Reno, NV 89521
       Tel: (775) 825-1040
       E-mail: randy@dipietro-thornton.com

                    About Tee Investment

Reno, Nevada-based Tee Investment Company, Limited Partnership,
dba Lakeridge Apartments, owns the property known as the Lakeridge
East Apartments, 6155 Plums Street, Reno, Nevada.  The Debtor
filed for Chapter 11 bankruptcy protection (Bankr. D. Nev. Case
No. 11-50615) on March 1, 2011.  The Debtor estimated its assets
and debts at $10 million to $50 million.

Alan R. Smith, Esq., at the Law Offices of Alan R. Smith, in Reno,
Nev., represents the Debtor as counsel.

Affiliates Lakeridge Centre Office Complex, LP (Bankr. D. Nev.
10-53612), West Shore Resort Properties III, LLC (Bankr. D. Nev.
10-51101), and West Shore Resort Properties, LLC, and (Bankr. D.
Nev. 10-50506) filed separate Chapter 11 petitions.

Attorneys at Armstrong Teasdale represents Terrence S. Daly, the
court-appointed receiver for Tee Investment Company, Limited
Partnership, as counsel.

The First Amendment to the Debtor's First Amended Plan of
Reorganization provides that the amount of the WBCMT Secured Claim
will be the lesser of the value of the Property determined as of
the Confirmation Date (the "Value as of Confirmation Date") or the
WBCMT Note Balance, less all post-petition pre-confirmation
payments made to WBCMT.  All existing membership interests are
canceled.  Upon plan confirmation 100% of the membership interest
in the Reorganized Debtor will be issued to Blackwood Canyon, LLC.


TEHACHAPI REDEVELOPMENT: S&P Lowers Rating on 2 Bonds to 'BB-'
--------------------------------------------------------------
Standard & Poor's Ratings Services has lowered its underlying
rating (SPUR) on Tehachapi Redevelopment Agency, Calif.'s series
2005 and 2007 tax allocation bonds (TABs) to 'BB-' from 'BBB-'.
The outlook is negative.

"The downgrade reflects our view of the agency's weak debt and
cash flow management, including its plans to violate priority of
payment provisions in the trust indenture and dissolution law and
draw on debt service reserves," said Standard & Poor's credit
analyst Michael Stock.

The rating is based on S&P's view of the project area's:

   -- Very thin debt service coverage by pledged revenue and
      inadequate cash flow management;

   -- The successor agency's (SA) planned use of the debt service
      reserve fund before application of available pledged tax
      revenue for debt service; and

   -- A high tax base-to-total assessed value (AV) volatility
      ratio of 0.48, reflecting sensitivity of tax increment
      revenues to changes in overall AV.

Moderating factors include a moderately large project area base
(1,961 acres), made up primarily of commercial and residential
taxpayers.

The negative outlook reflects the very thin debt service coverage,
SA's weak cash flow and recognized obligation payment schedule
management, and planned use of the majority of the agency's debt
service reserve funds to manage cash flow for the next year.
Furthermore, by not directing all available pledged property tax
revenue to debt service and reserve replenishment first as agreed
in the indenture, S&P believes the SA could violate trust
indenture covenants.  Should the SA receive such a notice exposing
the bonds to accelerated principal repayment, or should the SA
almost deplete its debt service reserve fund next year, S&P could
lower the rating further.  Should the agency meet its debt service
payments and fully replenish the debt service reserve on a timely
basis, S&P could affirm the rating.


TELKONET INC: Reports $1MM Loss Available to Stockholders in Q3
---------------------------------------------------------------
Telkonet, Inc., filed with the U.S. Securities and Exchange
Commission its quarterly report on Form 10-Q disclosing a net loss
attributable to common stockholders of $1.03 million on $3.50
million of total net revenue for the three months ended Sept. 30,
2013, as compared with net income attributable to common
stockholders of $204,824 on $3.28 million of total net revenue for
the same period a year ago.

For the nine months ended Sept. 30, 2013, the Company incurred a
net loss attributable to common stockholders of $2.37 million on
$10.23 million of total net revenue as compared with a net loss
attributable to common stockholders of $781,682 on $8.67 million
of total net revenue for the same period during the prior year.

The Company's balance sheet at Sept. 30, 2013, showed $13.86
million in total assets, $5.68 million in total liabilities, $1.44
million in total redeemable preferred stock and $6.74 million in
total stockholders' equity.

"Topline revenues for the third quarter and on a year-to-date
basis increased over the comparable periods in 2012 primarily due
to sales from multiple revenue channels and new product
installations.  In addition, our focus has shifted from capital
recycling to capital deployment," stated Jason Tienor, Telkonet's
CEO.  "We've advanced on several initiatives including increasing
our sales force and expanding our marketing campaign, specifically
targeting the hospitality, educational and military sectors.  Our
backlog at the end of September is at an all-time high, allowing
us to strategically forecast growth into 2014.  We continue to
advance our strategic opportunities and remain enthusiastic about
our growth prospects going forward."

A copy of the Form 10-Q is available for free at:

                        http://is.gd/wUZ2Se

                           About Telkonet

Milwaukee, Wisconsin-based Telkonet, Inc., is a clean technology
company that develops and manufactures proprietary energy
efficiency and smart grid networking technology.

Telkonet disclosed net income of $390,080 on $12.75 million of
total net revenue for the year ended Dec. 31, 2012, as compared
with a net loss of $1.90 million on $11.18 million of total net
revenue during the prior year.

Baker Tilly Virchow Krause, LLP, in Milwaukee, Wisconsin, issued
"going concern" qualification on the consolidated financial
statements for the year ended Dec. 31, 2012.  The independent
auditors noted that the Company has a history of operating losses
and negative cash flows from operations, and an accumulated
deficit of $117,954,116 that raise substantial doubt about the
Company's ability to continue as a going concern.


TERESA GIUDICE: 'Real Housewives' Stars Deny New Fraud Charges
--------------------------------------------------------------
Law360 reported that a couple on Bravo's "The Real Housewives of
New Jersey" pled not guilty to two new charges of bank and loan
application fraud in New Jersey federal court on Nov. 20, adding
to their previous not guilty plea on 39 counts of bank and
bankruptcy fraud.

According to the report, Teresa and Guiseppe "Joe" Giudice were
arraigned before U.S. District Judge Esther Salas on one count of
bank fraud and one count of loan application fraud.

                        About the Giudices

In June 2010, Teresa Giudice, who portrays a role in Real
Housewives of New Jersey, and her husband, Joe, filed for
bankruptcy under Chapter 11 in the U.S. Bankruptcy Court in New
Jersey.  The Giudices owe creditors $10.85 million.

Chapter 7 trustee John Sywilok sued the Giudices.  The suit
claimed that the Debtors concealed key documents about their
finances and business transactions.  Mr. Sywilok also accused the
couple of making false statements under oath about their assets,
income and expenses.


UNITED BANCSHARES: Incurs $333,300 Net Loss in Third Quarter
------------------------------------------------------------
United Bancshares, Inc., filed with the U.S. Securities and
Exchange Commission its quarterly report on Form 10-Q disclosing a
net loss of $333,359 on $737,554 of total interest income for the
three months ended Sept. 30, 2013, as compared with a net loss of
$407,236 on $767,805 of total interest income for the same period
during the prior year.

For the nine months ended Sept. 30, 2013, the Company reported a
net loss of $576,205 on $2.15 million of total interest income as
compared with a net loss of $881,941 on $2.34 million of total
interest income for the same period a year ago.

The Company's balance sheet at Sept. 30, 2013, showed
$62.34 million in total assets, $58.93 million in total
liabilities and $3.41 million in total shareholders' equity.

A copy of the Form 10-Q is available for free at:

                        http://is.gd/e0ARlV

                       About United Bancshares

Located in Philadelphia, Pennsylvania, United Bancshares, Inc., is
an African American controlled and managed bank holding company
for United Bank of Philadelphia, a commercial bank chartered in
1992 by the Commonwealth of Pennsylvania, Department of Banking.

United Bancshares reported a net loss of $1.01 million on $3.08
million of total interest income for the year ended Dec. 31, 2012,
as compared with a net loss of $1.03 million on $3.30 million of
total interest income for the year ended Dec. 31, 2011.

McGladrey LLP, in Blue Bell, Pennsylvania, issued a "going
concern" qualification on the consolidated financial statements
for the year ended Dec. 31, 2012.  The independent auditors noted
that the Company's regulatory capital amounts and ratios are below
the required levels stipulated with Consent Orders between the
Company and its regulators under the regulatory framework for
prompt corrective action.  Failure to meet the capital
requirements exposes the Company to regulatory sanctions that may
include restrictions on operations and growth, mandatory asset
disposition, and seizure of the Company.  These matters raise
substantial doubt about the ability of the Company to continue as
a going concern."


UNIVERSAL HEALTH: Wants Voting Rights Enforced
----------------------------------------------
Universal Health Care Group, Inc., and American Managed Care, LLC,
ask the U.S. Bankruptcy Court for the Middle District of Florida
to approve an agreement granting stay relief to enforce voting
rights over pledged equity in non-debtors Universal Health Care
Insurance Co., Inc. and Universal Health Care, Inc.

The agreement provides that BankUnited, in its capacity as the
administrative agent for the secured parties owed in excess of
$36.5 million in outstanding note obligations by the debtor
Universal Health Care Group, Inc., granting BankUnited relief from
the automatic stay to exercise its voting rights in the equity
interests in the Debtor's affiliates ? Universal Health Care
Insurance Co., Inc. and Universal Health Care, Inc.

The Debtor's debt is secured by a blanket lien on all of the
Debtor's tangible and intangible property, including the equity
interests in the Florida Regulated Entities.

                    About Universal Health Care

Universal Health Care Group, Inc., owns an insurance company and
three health-maintenance organizations that provide managed care
services for government sponsored health care programs, focusing
on Medicare and Medicaid.

Universal Health was founded in 2002 by Dr. A.K. Desai and grew
its operations of offering Medicare plans to more than 37,000
members to over 20 states.

Universal Health filed a Chapter 11 bankruptcy protection (Bankr.
M.D. Fla. Case No. 13-01520) on Feb. 6, 2013, after Florida
regulators moved to put two of the company's subsidiaries in
receivership.  Universal Health Care estimated assets of up to
$100 million and debt of less than $50 million in court filings in
Tampa, Florida.

Harley E. Riedel, Esq., at Stichter Riedel Blain & Prosser, in
Tampa, serves as counsel to the Debtor.

Soneet R. Kapila has been appointed the Chapter 11 Trustee in the
Debtor's case.  Dennis S. Jennis, Esq., and Jennis & Bowen, P.L.,
serves as special conflicts counsel and E-Hounds, Inc. serves as a
forensic imaging consultant.


UTSTARCOM HOLDINGS: Posts $433,000 Net Income in Third Quarter
--------------------------------------------------------------
UTStarcom Holdings Corp. reported net income of $433,000 on
$41.21 million of net sales for the three months ended Sept. 30,
2013, as compared with a net loss of $20.76 million on $40.32
million of net sales for the same period during the prior year.

For the nine months ended Sept. 30, 2013, the Company reported a
net loss of $6.67 million on $126.13 million of net sales as
compared with a net loss of $27.93 million on $143.45 million of
net sales for the same period a year ago.

The Company's balance sheet at Sept. 30, 2013, showed $390.64
million in total assets, $217.32 million in total liabilities and
$173.31 million in total equity.

A copy of the Form 10-Q is available for free at:

                         http://is.gd/RJI8jw

                        About UTStarcom, Inc.

UTStarcom, Inc. (Nasdaq: UTSI) -- http://www.utstar.com/-- is a
global leader in IP-based, end-to-end networking solutions and
international service and support.  The Company sells its
solutions to operators in both emerging and established
telecommunications markets around the world.  UTStarcom enables
its customers to rapidly deploy revenue-generating access services
using their existing infrastructure, while providing a migration
path to cost-efficient, end-to-end IP networks.  The Company's
headquarters are currently in Alameda, California, with its
research and design operations primarily in China.

UTStarcom Holdings Corp. filed with the U.S. Securities and
Exchange Commission its annual report on Form 20-F disclosing
a net loss of $35.57 million on $186.72 million of net sales for
the year ended Dec. 31, 2012, as compared with net income of
$11.77 million on $320.57 million of net sales for the year ended
Dec. 31, 2011.


VELTI INC: Obtains Approval to Sell Mobile Marketing Business
-------------------------------------------------------------
Velti plc on Nov. 20 disclosed that it has obtained Bankruptcy
Court approval to continue with the sale of its mobile marketing
business.  The Court also approved affiliates of GSO Capital
Partners LP, the credit division of Blackstone, as the stalking
horse bidder.

The current proposed transaction includes the sale of business
lines operated by Velti Inc. and Air2Web Inc. in the U.S., Air2Web
India, Velti DR Limited and Mobile Interactive Group, Ltd. in the
U.K., and Velti Netherlands B.V. in the Netherlands.  All
operations included in the proposed sale agreement will continue
as normal throughout the sale process.

The deadline for additional bids is Dec. 16, 2013.  Should the
Company receive additional qualified bids, an auction will be held
on Dec. 18, 2013.  A hearing to approve the sale to the winning
bidder is set for December 20, 2013.  The current proposed sale is
expected to close by the end of 2013.

"[Wednes]day's approval allows us to continue on schedule as we
work towards strengthening Velti and closing our proposed sale to
GSO," said Velti Chief Executive Officer Alex Moukas.  "We look
forward to completing the sale process and securing the best
outcome for Velti's mobile marketing business."

                         About Velti Inc.

Velti Inc., a provider of technology for marketing on mobile
devices, sought Chapter 11 protection (Bankr. D. Del. Case No. 13-
bk-12878) on Nov. 4.

Velti Inc., a San Francisco-based unit of Velti Plc, listed assets
of as much $50 million and debt of as much as $100 million in
Chapter 11 documents filed this week.  Its Air2Web Inc. unit,
based in Atlanta, also sought creditor protection.

Velti Plc, which trades on the Nasdaq Stock Market, isn't part of
the bankruptcy process.  Operations in the U.K., Greece, India,
China, Brazil, Russia, the United Arab Emirates and elsewhere
outside the U.S. didn't seek protection and business there will
continue as usual.

Velti plc is a global provider of mobile marketing and advertising
technology.


VECTOR RESOURCES: TSX Suspends Listing of Common Shares
-------------------------------------------------------
Vector Resources Inc. on Nov. 20 disclosed that its previously
announced Qualifying Transaction with Select-TV Solutions Inc. has
been terminated in exchange for STVS issuing to Vector a
promissory note in the amount of $150,000 maturing December 31,
2014.  This brings the total amount in notes receivable from STVS
and its subsidiary, Oriana Technologies Inc. to $225,000, as
Vector had previously advanced $25,000 in November 2012 and
$50,000 in February 2013.

Vector, STVS and Oriana have entered in to a Forbearance Agreement
pursuant to which Vector, in consideration of the issuance of the
New Note has agreed to refrain from exercising any Repayment
Rights under Note A and Note B until March 31, 2014.

                        Shareholders' Meeting

The Corporation also disclosed that, due to it not having
completed a qualifying transaction within the 24 month time limit
prescribed by the TSX Venture Exchange, it has been notified by
the Exchange that the listing of its common shares is being
suspended and that Vector has been placed on notice to delist.  To
avoid delising, Vector must either complete a qualifying
transaction prior to February 17, 2014, or cancel certain shares
purchased by non-arms length parties and obtain majority
shareholder approval (excluding votes attached to non-arms' length
parties) to transfer Vector's listing to the NEX exchange.  The
Corporation will hold its Annual Shareholders' Meeting on
December 4th at which time the Corporation's Shareholders will
have the opportunity to vote on having the common shares of the
Corporation listed for trading on the NEX.  While the Corporation
will continue to be bound by Policy 2.4 of the Exchange,
Management of the Corporation believes that it remains in the best
interest of its Shareholders to vote in favor of this resolution
at its upcoming AGM.

                      About Vector Resources

Vector Resources Inc. is a capital pool company.  Since its
incorporation, other than its initial public offering under the
CPC Policy in November 2011 and the transactions in relation
thereto, the Corporation has not commenced commercial operations
and currently has no assets other than cash and promissory notes
receivable, and liabilities.


VERITEQ CORP: Incurs $5.5 Million Net Loss in Third Quarter
-----------------------------------------------------------
Veriteq Corporation filed with the U.S. Securities and Exchange
Commission its quarterly report on Form 10-Q disclosing a net loss
of $5.50 million for the three months ended Sept. 30, 2013, as
compared with a net loss of $440,000 for the same period a year
ago.

The Company's balance sheet at Sept. 30, 2013, showed $7.72
million in total assets, $13 million in total liabilities and a
$5.27 million total stockholders' deficit.

"We are in the development stage, have incurred operating losses
since our inception and we have a working capital deficit of
approximately $2.7 million as of September 30, 2013.  These
factors raise substantial doubt about our ability to continue as a
going concern," the Company said in the Quarterly Report.

A copy of the Form 10-Q is available for free at:

                        http://is.gd/RjmdFC

                    Securities Purchase Agreement

On Nov. 13, 2013, VeriTeQ entered into a securities purchase
agreement with a group of institutional and accredited investors.
Pursuant to the terms of the Purchase Agreement, the Company
issued and sold to the Investors senior secured convertible notes
in the aggregate original principal amount of $1,816,667, and
warrants to purchase up to 2,422,222 shares of the Company's
common stock.  In connection with the sale of the Notes and the
Warrants, (i) the Company entered into a registration rights
agreement with the Investors, (ii) the Company and certain of its
subsidiaries entered into a security and pledge agreement in favor
of the collateral agent for the Investors, (iii) certain
subsidiaries of the Company entered into a guaranty in favor of
the collateral agent for the Buyers, and (iv) the Company and each
depositary bank in which such bank account is maintained entered
into certain account control agreements with respect to certain
accounts described in the Note and the Security Agreement. The
transaction closed on Nov. 13, 2013.  The Company expects to
receive gross proceeds of $1.5 million, less transaction expenses.

In connection with the financing, the Company has agreed to allow
its placement agent to participate in the offering for $150,000 in
lieu of the Company's obligation to pay the placement agent a cash
fee of $150,000.  In addition, the placement agent will receive 5
percent of the aggregate cash exercise price received by the
Company upon exercise of any warrants or options in the offering,
and warrants entitling to purchase up to an aggregate of 10
percent of the number of shares of common stock that are issuable
pursuant to the Notes and Warrants, at an exercise price of $2.84
per share.

A copy of the Form 8-K is available for free at:

                        http://is.gd/RjmdFC

                           About VeriteQ

VeriTeQ, formerly known as Digital Angel Corporation, is a
developer and marketer of innovative RFID technologies for
implantable medical device identification and radiation dosimeters
for use in cancer treatment.


VIRGINIA GROUP: Trustee's Sale Set for Dec. 2
---------------------------------------------
Assets of Virginia Group LLC will be sold to the highest bidder at
an auction set for Dec. 2, 2013, at 12:30 p.m.  The auction will
be held at the main entrance of the Superior Court Building, 201
West Jefferson, Phoenix, Arizona.

The assets consist of real and personal property located at 2440 N
Litchfield Road, Goodyear, AZ 85338.  The assets serve as
collateral to debt in the amount of $2.9 million owed to:

     US Bank, National Association
     as trustee, in the trust for the registered holders of
     Banc of America Commercial Mortgage Inc.,
     Commercial Mortgage Pass-Through certificates, Series 2007-1,
     c/o CWCapital Asset Management LLC
     7501 Wisconsin Avenue, Ste 500
     West Bethesda, MD 20814

The trustee for the assets is:

         Michelle Ghidotti-Gonsalves, Esq.
         Attorney at Law
         THE LAW OFFICES OF MICHELLE GHIDOTTI
         5120 E. La Palma Ave., Ste. 206
         Anaheim Hills, CA  92807
         Telephone: (949) 354-2601


WESCO DISTRIBUTION: S&P Assigns 'B+' Rating to $400MM Sr. Notes
---------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B+' rating to
WESCO Distribution Inc.'s $400 million senior unsecured notes.
The recovery rating is 6, indicating negligible (0%-10%) recovery
in the event of a payment default.  WESCO Distribution's parent,
WESCO International Inc. (WESCO), will guarantee the notes.

S&P also raised its issue-level ratings on subsidiaries WESCO
Distribution's and WDCC Enterprises Inc.'s senior secured term
loans by one notch, to 'BB' from 'BB-', because S&P believes that
the recovery prospects for this debt in the event of default has
improved.  S&P revised the recovery ratings for the term loans to
'4' from '5', indicating its expectations for average (30%-50%)
recovery in the event of a payment default.  S&P revised its view
of the recovery prospects because WESCO plans to use the proceeds
from the new unsecured debt to reduce the secured term loans,
enhancing the collateral protection.  S&P valued the collateral
based on a discrete asset value methodology.  The 'BB' corporate
credit ratings on WESCO and WESCO Distribution remain unchanged.

Standard & Poor's reviewed its ratings on WESCO and WESCO
Distribution, which it labeled as "under criteria observation,"
after publishing its revised corporate criteria on Nov. 19, 2013.
Standard & Poor's expedited the review of its ratings on WESCO
because the company is in the process of issuing debt.  With S&P's
criteria review of WESCO complete, it has confirmed that its
ratings on these issuers are unaffected by the criteria changes.

"Our ratings on WESCO reflect its "satisfactory" business risk
profile, its "significant" financial risk profile, and a one-notch
decrease due to the application of our comparable rating analysis,
which reflects that actual credit metrics are at the low end of
the "significant" range.  Our assessment of business risk reflects
WESCO's position as one of the top five electrical distributors in
the U.S., serving customers across the construction, industrial,
governmental, and utility markets.  While we view electrical
distribution as a highly fragmented market, which can lead to
intense pricing pressures--particularly when demand is weak--we
expect WESCO's credit measures will continue to improve for the
next few quarters.  We expect management will use cash flow to
reduce debt and remain disciplined in its growth strategy.  We
expect the company's credit measures will, over time, be
consistent with our expectations for the 'BB' rating, including
debt to EBITDA of less than 3.5x and funds from operations to
total debt of more than 20%.  However, an upgrade is unlikely
during the next two years because management's acquisition growth
strategy and leverage tolerance constrain the rating," S&P noted.

RATINGS LIST

WESCO International Inc.
WESCO Distribution Inc.
Corporate Credit Rating                     BB/Stable

New Ratings

WESCO Distribution Inc.
$400 mil senior unsecured notes due 2021    B+
  Recovery Rating                            6

Ratings Raised; Recovery Ratings Revised
                                             To          From
WESCO Distribution Inc.
WDCC Enterprises Inc.
Secured term loans                          BB          BB-
  Recovery Rating                            4           5


WESTERN FUNDING: Proposes Carfinco-Led Auction for Assets
---------------------------------------------------------
Western Funding Incorporated and its debtor-affiliates Western
Funding Inc. of Nevada and Global Track GPS, LLC, filed proposed
bidding procedures in connection the sale of all of their
operating assets.  The Debtors intend to sell the assets to
Carfinco Financial Group, Inc., a Canadian public company, absent
higher and better offers.

The Debtors filed a draft version of the proposed stalking horse
agreement together with the sale motion.  The Debtors say they
will file an executed version of the agreement prior to hearing on
the motion.

The Debtors propose a Dec. 13, 2013, 5:00 p.m., prevailing Pacific
time deadline for all bids; and a Dec. 16, 2013 at 9:00 a.m.
auction if qualified bids are received by the deadline.

The Debtors have already reserved Nov. 25, 2013 at 3:00 p.m. as
the hearing on a proposed disclosure statement, and Dec. 20, 2013
at 9:30 a.m. as a potential confirmation hearing on a Chapter 11
plan.  The Debtor request that the bidding procedures motion be
heard in connection with approval of the proposed disclosure
statement, and the sale hearing be heard in conjunction with the
proposed confirmation hearing.

Under Carfinco's proposal, Carfinco will acquire all of the new
equity ownership interests of the reorganized WFI and GPS, free
and clear of all liens, claims and encumbrances in accordance with
a confirmed plan of reorganization and an accompanying stock
purchase agreement to be negotiated between the parties in
consideration for cash.

The Debtors the Carfinco have agreed on a purchase price equal to
70% of the net finance receivables, subject to adjustment.  The
purchase price is estimated to be $24 million, based on the break-
up fee agreed by the parties.

Zachariah Larson, Esq., at Larson & Zirzow, LLC, counsel for the
Debtors, aver that given the significant time and expenses
incurred by Carfinco, the Debtors intend to pay Carfinco $365,000,
equal to 1.5% of the total purchase price, and the reimbursement
of up to $450,000 for its documented reasonable out-of-pocket
costs and expenses, in the event that the Debtors proceed with a
sale to another party.

The sale agreement may be terminated by either party if the
closing and the effective date of the Plan will not have occurred
by Jan. 4, 2014.

The sale to Carfinco does not include any real properties owned by
the Debtor located at (i) 2202 Stevens Creek Boulevard, San Jose,
California 95127, (ii) 9905 Gulf Freeway, Houston, Texas 77034,
and (iii) 3915 East Patrick Lane, Las Vegas, Nevada 89120.

Carfinco, the proposed buyer, is represented by:

         TORYS LLP
         Alison D. Bauer, Esq.
         1114 Avenue of the Americas, 23rd Floor
         New York, NY 10036-7703
         E-mail: abauer@torys.com

              - and -

         FOX ROTHSCHILD LLP
         Brett Axelrod, Esq.
         Wells Fargo Tower, Suite 500
         3800 Howard Hughes Parkway
         Las Vegas, NV 89169
         E-mail: baxelrod@foxrothschild.com

Secured creditor BMO Harris Bank N.A. is represented by:

         CHAPMAN AND CUTLER LLP
         David T.B. Audley, Esq.
         111 West Monroe Street
         Chicago, IL 60603-4080
         E-mail: audley@chapman.com

                - and -

         LIONEL SAWYER COLLINS
         Rodney M. Jean, Esq.
         Ryan Anderson, Esq.
         300 South Fourth Street, Suite 1700
         Las Vegas, Nevada 89101
         E-mail: rjean@lionelsawyer.com
                 randersen@lionelsawyer.com

                    About Western Funding Inc.

Las Vegas car-loan maker Western Funding Inc., is a specialized
consumer finance company providing automobile financing to
borrowers with limited access to traditional credit.

WFI and affiliates Western Funding Inc. of Nevada, and Global
Track GPS, LLC, filed for Chapter 11 bankruptcy protection (Bankr.
D. Nev., Case No. 13-17588) on
Sept. 4, 2013, after its own lender said the company broke
borrowing promises made last year.  Matthew C. Zirzow, Esq., at
Larson & Zirzow, LLC, in Las Vegas, Nevada, represents the Debtor.

Jeanette E. McPherson, Esq., at Schwartzer & McPherson Law Firm
represents the Official Committee of Unsecured Creditors.

As of the Petition Date, the Debtors' principal assets included
$44.9 million in finance receivables, $1.53 million in land and
building assets, $400,000 in real property and $754,000 in
furniture and equipment.


WESTERN FUNDING: Files Plan to Hand Ownership to Carfinco
---------------------------------------------------------
Western Funding Incorporated and its debtor-affiliates filed a
proposed Chapter 11 plan that contemplates the transfer of equity
interests to Carfinco Financial Group, Inc., absent higher and
better offers at a court-sanctioned auction.

Senior secured creditor BMO Harris Bank N.A., which is owed not
less than $30.9 million, supports confirmation of the Plan.

The Debtors have agreed to sell all newly-issued and outstanding
capital stock of WFI and Global Track GPS, LLC, to Carfinco for a
purchase price equal to 70% of the net finance receivables.  The
Debtors also intend to sell their Las Vegas property to Carfinco
for $500,000, subject to adjustments.

Zachariah Larson, Esq., at Larson & Zirzow, LLC, counsel for the
Debtors, aver the Debtors have determined that a reorganization
strategy other than a sale is not possible given the position take
by various creditors of the Debtors, the lack of availability in
credit markets, and the Debtors' inability to sustain operations
given their current cash balances.

Under the Plan, the senior secured lender will be paid from the
proceeds of the sale.  In the event the senior secured claims are
paid in full, the liquidating trust will distribute the excess
amount to general unsecured creditors.  To the extent the amount
received by the senor lender is less than the amount of its senior
secured claims, the shortfall will be a senior secured deficiency
claim and will be treated as an allowed general unsecured claim.
Holders of general unsecured claims will receive from the
liquidating trust their pro rata share of the proceeds from
avoidance actions.

After closing of the sale, the Debtors' assets will consist of the
sale proceeds, avoidance actions and real property.

The Debtors has already set Nov. 25, 2013 at 3:00 p.m. as the
hearing on a proposed disclosure statement, and Dec. 20, 2013 at
9:30 a.m. as a potential confirmation hearing on a Chapter 11
plan.

Copies of the Disclosure Statement are available for free at:

   http://bankrupt.com/misc/Western_Funding_Plan_Outline.pdf
   http://bankrupt.com/misc/Western_Funding_Plan_Outline.2.pdf
   http://bankrupt.com/misc/Western_Funding_Plan_Outline.3.pdf
   http://bankrupt.com/misc/Western_Funding_Plan_Outline.4.pdf

                    About Western Funding Inc.

Las Vegas car-loan maker Western Funding Inc., is a specialized
consumer finance company providing automobile financing to
borrowers with limited access to traditional credit.

WFI and affiliates Western Funding Inc. of Nevada, and Global
Track GPS, LLC, filed for Chapter 11 bankruptcy protection (Bankr.
D. Nev., Case No. 13-17588) on
Sept. 4, 2013, after its own lender said the company broke
borrowing promises made last year.  Matthew C. Zirzow, Esq., at
Larson & Zirzow, LLC, in Las Vegas, Nevada, represents the Debtor.

Jeanette E. McPherson, Esq., at Schwartzer & McPherson Law Firm
represents the Official Committee of Unsecured Creditors.

As of the Petition Date, the Debtors' principal assets included
$44.9 million in finance receivables, $1.53 million in land and
building assets, $400,000 in real property and $754,000 in
furniture and equipment.


* Cash America Fined over Claims of Robo-Signing
------------------------------------------------
Danielle Douglas, writing for The Washington Post, reported that
for five years, employees at Cash America, one of the country's
largest payday lenders, were told to stamp a lawyer's signature on
court documents used to sue customers for past-due debts.

According to the report, this "robo-signing" helped the company
improperly squeeze money out of at least 14,397 Americans, who are
entitled to millions of dollars in restitution, the Consumer
Financial Protection Bureau said on Nov. 20.

The government watchdog said it had reached a $19 million
settlement with Cash America for those and other abusive practices
-- its first with a short-term, small-dollar lender, the report
related.

The bureau also discovered instances of Cash America charging
active-duty service members and their families more than 36
percent interest on payday loans in violation of the Military
Lending Act, according to the enforcement order, the report said.

The Fort Worth-based company must pay up to $14 million to
borrowers who were subject to faulty debt-collection lawsuits in
Ohio from 2008 to January 2013, the report further related.  Cash
America, a $1.8 billion publicly traded company, has repaid about
$6 million to military ?borrowers and victims of robo-signing.


* U.S. Lawmakers Seek Fix to Help Investors File Claims v. Brokers
------------------------------------------------------------------
Sarah N. Lynch, writing for Reuters, reported that a bipartisan
group of U.S. House and Senate members is seeking to make it
easier for investment fraud victims to seek compensation, after
investors in Allen Stanford's Ponzi scheme were deemed ineligible
under current law to file claims.

According to the report, the bill, introduced by Louisiana
Republican Senator David Vitter, New York Democratic Senator
Charles Schumer, New Jersey Republican Rep. Scott Garrett and New
York Democratic Rep. Carolyn Maloney, would bestow U.S. securities
regulators with greater powers to oversee the process of
determining whether customers of failed brokerages qualify for
compensation.

The legislative proposal comes as the Securities and Exchange
Commission awaits a crucial decision from a U.S. appeals court
over the fate of the Stanford victims, the report related.

The SEC is trying to get the court to force an industry-backed
fund that protects investors to start court proceedings so
Stanford victims can file claims to recover a least a portion of
the millions they lost, the report added.

The Securities Investor Protection Corp., or SIPC, which
administers the fund, has refused the SEC's request, saying
Stanford investors do not meet the legal definition of "customer"
under the federal law designed to protect investors if their
brokerage collapses, the report further related.


* Study Reveals Distressed Investors Continuing to Eye Europe
-------------------------------------------------------------
Schulte Roth & Zabel on Nov. 21 announced key findings from its
2013 Distressed Investing M&A report, produced in association with
Mergermarket and Debtwire.  Most notably, the study reveals that
distressed investors, who have traditionally focused on M&A
opportunities in the U.S., are now increasingly taking advantage
of the historically low valuations of target firms in Europe.

Based on a series of interviews with investment bankers, private
equity practitioners and hedge fund investors, in the U.S. and
Europe, the report provides insight pertaining to their
experiences with distressed M&A activity and their expectations
for the upcoming 12?24 months.

SRZ partners Peter J.M. Declercq, Stuart D. Freedman, Adam C.
Harris, Jeffrey A. Lenobel, David E. Rosewater and Sonya Van de
Graaff contributed to the report, which was being released on
Nov. 21 at SRZ's 2nd Annual Distressed Investing Conference.
Mr. Rosewater, whose practice focuses on distressed investments
and acquisitions, mergers and acquisitions, and private
equity/leveraged buyouts, will present the study.

Additional findings from the report:

    * Interest rates will have the greatest influence on U.S.
distressed asset valuations, according to 68% of respondents.

    * The political climate remains a top concern for 43% of
respondents, but debt availability and rising interest rates have
emerged as the leading factors affecting distressed pricing
outside of the U.S.

    * The biggest deterrent to pursuing distressed assets is the
lack of predictability in terms of investment scenarios, according
to 65% of respondents.

    * According to a majority 77% of respondents, balance sheet
restructurings remain the top targets for those purchasing
distressed companies.

    * The high volume of M&A activity in the U.S. energy sector is
a primary driver for many investors as 79% of respondents in the
U.S., and 55% of respondents outside the U.S., cite this sector as
most likely to see the best opportunities for distressed M&A
transactions.  Second to energy, the real estate sector is the
most valuable industry to distressed investors.

Mr. Harris, chair of SRZ's business reorganization group and a
member of the firm's executive committee, commented, "A steadily
improving economy, coupled with a favorable financing environment,
has resulted in a more limited range of distressed investment
opportunities.  Given the amount of money dedicated to this asset
class, we expect prices to rise as a function of supply and
demand."

The survey also probed participants on club deals, which are
distressed-for-control deals formed among a bigger group of
investors.  While a minority (36%) of respondents took part in
those deals, Mr. Freedman, SRZ M&A partner, commented, "In our
experience in these settings, while governance and structuring
issues require attention, they are generally readily resolvable.
Debt-for-equity swaps resulting in control of operating businesses
may pose more difficult issues, as investors may have
significantly different cost bases and return expectations,
leading to complex negotiations over governance and exit rights."
Mr. Freedman focuses his practice on mergers and acquisitions,
private equity and securities.  He represents various well-known
U.S. and offshore money managers in connection with a variety of
acquisitions and control and non-control investments, including of
companies engaged in financial restructurings.

As noted in the survey, "The volume of distressed transactions in
commercial real estate (CRE) will be enhanced over the next few
years by the gap that will exist between the prolific amount of
CRE mortgage loans that mature and the refinancing proceeds that
borrowers will be able to obtain when these loans become due,"
said Mr. Lenobel, chair of the real estate group and a member of
the firm's executive committee and operating committee.

Earlier this year, SRZ expanded its London office with the
addition of Mr. Declercq and Ms. Van de Graaff, who focus on cross
border insolvencies, European restructurings, distressed mergers
and acquisitions, and debt trading.  "Schulte Roth & Zabel
attorneys are known for our multidisciplinary approach to matters,
which allows us to give comprehensive representation and advice to
investors in all manner of distressed situations," commented
Alan S. Waldenberg, chair of the firm's executive committee and
chair of the tax group, who regularly represents clients in M&A
transactions, restructurings and workouts in the U.S., Europe and
Asia.

                   About Schulte Roth & Zabel

Schulte Roth & Zabel -- http://www.srz.com-- is a full-service
law firm with offices in New York, Washington, D.C. and London. As
one of the leading law firms serving the financial services
industry, the firm regularly advises clients on corporate and
transactional matters, as well as providing counsel on regulatory,
compliance, enforcement and investigative issues. The firm's
practices include business reorganization; mergers & acquisitions;
distressed investing; bank regulatory; employment & employee
benefits; environmental; finance; individual client services;
intellectual property, sourcing & technology; investment
management; litigation; real estate; regulatory & compliance;
securities & capital markets; structured products & derivatives;
and tax.


* Foreign Corp. Exposed to Pension Liabilities of U.S. Affiliates
-----------------------------------------------------------------
Russell E. Isaia, chair of Bingham's Employee Benefits and
Executive Compensation Group and Peter H. Bruhn, counsel in the
Financial Restructuring Group disclosed that since its enactment
in 1974, ERISA has imposed joint and several liability on all
members of a controlled group of corporations or other trades or
businesses under common control for unfunded benefits of, and
certain contributions and premiums in respect of, defined benefit
type pension plans (referred to here as "ERISA's Liability
Provisions").  Two recent cases demonstrate the increasing
interest on the part of the PBGC to enforce ERISA's Liability
Provisions against corporations within the controlled group that
are organized outside of the U.S.  In one, the PBGC sought to
terminate the pension plan of a U.S. subsidiary because of actions
by its foreign parent corporation that might allow the parent to
avoid ERISA's liability provisions.  In the other, the PBGC
successfully sought to collect liability under ERISA's Liability
Provisions from the foreign parent corporation of a bankrupt U.S.
subsidiary.

ERISA: The Employee Retirement Income Security Act of 1974, as
amended.  The principal U.S. statute governing the operations of
employee pension benefit plans in the U.S.

PBGC: The Pension Benefit Guaranty Corporation, a corporation
created under U.S. law rather than under the laws of an individual
state of the U.S.  The PBGC is charged by ERISA with insuring the
benefits of defined benefit type pension plans and, to that end,
enforcing ERISA's Liability Provisions.1

"Under Common Control."  Generally, based on 80% or more equity
ownership, by vote or value in the case of ownership of corporate
stock.

PBGC Attempts to Terminate Pension Plan of U.S. Subsidiary Based
on Proposed Sale of Subsidiary by Foreign Parent

In PBGC v. Saint-Gobain Corporation Benefits Committee, 2013 WL
5525693 (E.D. Pa. October 4, 2013), the PBGC sought a U.S.
district court's approval to terminate an underfunded pension plan
maintained by Saint-Gobain Containers, Inc. ("Saint-Gobain U.S."),
over the objections of the plan's sponsor and the plan's
administrator.  ERISA grants the PBGC the authority to
involuntarily terminate a pension plan if, among other reasons,
"the possible long-run loss of [the PBGC] may reasonably be
expected to increase unreasonably if the plan is not terminated."2
In this case, the PBGC argued that its possible long-run loss
would increase if the pension plan of Saint-Gobain U.S. was not
terminated because the French parent corporation of Saint-Gobain
U.S. had agreed to sell Saint-Gobain U.S. to a third party.  The
(unstated) implication was that the PBGC concluded that the third
party buyer was not as credit-worthy as the French parent
corporation.  Thus, the PBGC presumably anticipated that it could
not expect to collect as much from Saint-Gobain U.S. and its
future parent corporation (the third-party buyer) if the pension
plan terminated in the future as it might collect now from Saint-
Gobain U.S. and its current French parent corporation.

The issue before the court was not whether the plan should be
terminated but a procedural, albeit important, preliminary
question: should the PBGC's decision to seek termination of the
Saint-Gobain U.S. pension plan be reviewed as an action of a
federal agency? If so, the court could only reject the PBGC's
termination of the pension plan if the court found that the
decision to terminate was arbitrary or capricious based
exclusively on the information relied on by the PBGC.  If not, the
court could accept all relevant information from the parties, even
if that information had not previously been provided to the PBGC,
and reach its own determination (a "de novo" review).  The court
determined that ERISA required a de novo review, to be conducted
at a later date.

U.S. Court Asserts Jurisdiction over Foreign Corporation to Impose
Liability Under ERISA

In PBGC v. Asahi Tec Corporation, 2013 WL 5503191 (D.D.C. October
4, 2013), the PBGC sought to collect under ERISA's Liability
Provisions the unfunded benefits of a terminated pension plan of
Metaldyne Corporation (an automotive parts manufacturer based in
Michigan, "Metaldyne") from Asahi Tec Corporation (an automotive
parts manufacturer organized under the laws of Japan, "Asahi
Tec").  Asahi Tec acquired Metaldyne in 2007 for approximately
$1.2 billion in cash and assumed obligations.  At the time of the
acquisition, Asahi Tec was aware of Metaldyne's pension
liabilities and its potential responsibility for them if it
acquired Metaldyne, and considered such liabilities in determining
the purchase price.  In May of 2009 Metaldyne voluntarily filed
for bankruptcy.  After the PBGC determined that no party was
willing to assume the Metaldyne pension plan, the PBGC
successfully terminated the plan.  It then filed suit against
Asahi Tec seeking to recover the unfunded liabilities of
Metaldyne's plan from Asahi Tec, as a member of a controlled group
that included Metaldyne.

The initial question in the Asahi Tec case was also a preliminary
question: did a U.S. court have jurisdiction to entertain a
lawsuit to enforce ERISA's Liability Provisions against a
corporation organized outside the U.S.? The court determined that
it had specific personal jurisdiction with respect to Asahi Tec.
The court concluded that Asahi Tec had sufficient minimum contacts
with the U.S. to establish specific personal jurisdiction because
Asahi Tec purposefully directed its activities at the U.S. when
acquiring Metaldyne with knowledge of (i) the underfunded pension
liabilities (which were factored into the purchase price) and (ii)
its potential liability under ERISA's Liability Provisions.
Having establishing its jurisdiction, the court then proceeded to
the ultimate question: is Asahi Tec responsible for the plan
liabilities? In granting the PBGC's motion for summary judgment,
the court found that Asahi Tec, as an undisputed member of
Metaldyne's controlled group, was responsible for Metaldyne's
pension liabilities.3

                            Conclusion

In the Saint-Gobain decision, the foreign parent corporation
prevailed on a preliminary procedural question that may help it
ultimately avoid ERISA's Liability Provisions.  In the Asahi Tec
decision, the PBGC prevailed on a different preliminary procedural
question, and then successfully asserted liability under ERISA's
Liability Provisions against the foreign parent corporation.  But
the true significance of both decisions is much simpler: the PBGC
is becoming increasing aggressive in pursuing foreign owners of
U.S. businesses to collect the pension plan liabilities of those
businesses.


* BOOK REVIEW: A Legal History of Money in the United States,
               1774-1970
-------------------------------------------------------------
Author: James Willard Hurst
Publisher: Beard Books
Paperback: US$34.95
Review by Gail Owens Hoelscher
Order your personal copy today and one for a colleague at
http://is.gd/x8Gesf

This book chronicles the legal elements of the history of the
system of money in the United States from 1774 to 1970.  It
originated as a series of lectures given by James Hurst at the
University of Nebraska in 1973.  Mr. Hurst is quick to say that
he , as a historian of the law, took care in this book not to
make his own judgments on matters outside the law.  Rather, he
conducted an exhaustive literature review of economics, economic
history, and banking to recount the development of law over the
operations of money.  He attempted to "borrow the opinions of
qualified specialists outside the law in order to provide a
meaningful context in which to appraise what the law has done or
failed to do."

Mr. Hurst define money, for the purposes of this books, as "a
distinct institutional instrument employed primarily in
allocating scarce economic resources, mainly through government
and market processes," and not shorthand for economic, social,
or political power held through command of economic assets."

From the beginning, public and legal policy in the U.S. centered
on the definition of legitimate uses of both law affecting
money, and allocation of power over money among official
agencies, both federal and state.  The foundations of monetary
policy were laid between 1774 and 1788.  Initially, individual
state legislatures and the Continental Congress issued paper
currency in the form of bills of credit.  The Constitutional
Convention later determined that ultimate control of the money
supply should be at the federal level.  Other issues were not
clearly defined and were left to be determined by events.

The author describes how law was used to create and maintain a
system of money capable of servicing the flow of resource
allocations in an economy of broadly dispersed public and
private decision making.  Law defined standard money units and
made those units acceptable for use in conducting transactions.
Over time, adjustment of the money supply was recognized as a
legitimate concern of law.  Private banks were delegated
expansive monetary action powers throughout the 1900s and
private markets for gold and silver were allowed to affect the
money supply until 1933-34.  Although the Federal Reserve Act
was not aimed clearly at managing money for goals of major
economic adjustment, it set precedents by devaluing the dollar
and restricting the use of gold.

Mr. Hurst devotes a large part of his book to key issues of
monetary policy involving the distribution of power over money
between the nation and the states, between legal and market
processes, and among major agencies of the government.  Until
about 1860, all major branches of government shared in making
monetary policy, with states playing a large role.  Between 1908
and 1970, monetary policy became firmly centralized at the
national level, and separation or powers questions arose between
the Federal Reserve Board, the White House (The Council of
Economic Advisors), and the Treasury.

The book was an enormous undertaking and its research
exhaustive.  It includes 18 pages of sources cited and 90 pages
of footnotes.  Each era of American legal history is treated
comprehensively.  The book makes fascinating reading for those
interested in the cause and effect relationship between legal
processes and economic processes and t hose concerned with
public administration and the separation of powers.

James Willard Hurst (1910-1997) is widely regarded as the
grandfather of American legal history.  He graduated from
Harvard Law School in 1935 and taught at the University of
Wisconsin-Madison for 44 years.


                            *********

Monday's edition of the TCR delivers a list of indicative prices
for bond issues that reportedly trade well below par.  Prices are
obtained by TCR editors from a variety of outside sources during
the prior week we think are reliable.  Those sources may not,
however, be complete or accurate.  The Monday Bond Pricing table
is compiled on the Friday prior to publication.  Prices reported
are not intended to reflect actual trades.  Prices for actual
trades are probably different.  Our objective is to share
information, not make markets in publicly traded securities.
Nothing in the TCR constitutes an offer or solicitation to buy or
sell any security of any kind.  It is likely that some entity
affiliated with a TCR editor holds some position in the issuers"
public debt and equity securities about which we report.

Each Tuesday edition of the TCR contains a list of companies with
insolvent balance sheets whose shares trade higher than $3 per
share in public markets.  At first glance, this list may look like
the definitive compilation of stocks that are ideal to sell short.
Don't be fooled.  Assets, for example, reported at historical cost
net of depreciation may understate the true value of a firm's
assets.  A company may establish reserves on its balance sheet for
liabilities that may never materialize.  The prices at which
equity securities trade in public market are determined by more
than a balance sheet solvency test.

A list of Meetings, Conferences and Seminars appears in each
Wednesday's edition of the TCR.  Submissions about insolvency-
related conferences are encouraged.  Send announcements to
conferences@bankrupt.com/

On Thursdays, the TCR delivers a list of recently filed
Chapter 11 cases involving less than $1,000,000 in assets and
liabilities delivered to nation's bankruptcy courts.  The list
includes links to freely downloadable images of these small-dollar
petitions in Acrobat PDF format.

Each Friday's edition of the TCR includes a review about a book of
interest to troubled company professionals.  All titles are
available at your local bookstore or through Amazon.com.  Go to
http://www.bankrupt.com/books/to order any title today.

Monthly Operating Reports are summarized in every Saturday edition
of the TCR.

The Sunday TCR delivers securitization rating news from the week
then-ending.

For copies of court documents filed in the District of Delaware,
please contact Vito at Parcels, Inc., at 302-658-9911.  For
bankruptcy documents filed in cases pending outside the District
of Delaware, contact Ken Troubh at Nationwide Research &
Consulting at 207/791-2852.

                           *********

S U B S C R I P T I O N   I N F O R M A T I O N

Troubled Company Reporter is a daily newsletter co-published
by Bankruptcy Creditors" Service, Inc., Fairless Hills,
Pennsylvania, USA, and Beard Group, Inc., Washington, D.C., USA.
Jhonas Dampog, Marites Claro, Joy Agravante, Rousel Elaine
Tumanda, Valerie Udtuhan, Howard C. Tolentino, Carmel Paderog,
Meriam Fernandez, Ronald C. Sy, Joel Anthony G. Lopez, Cecil R.
Villacampa, Sheryl Joy P. Olano, Ivy B. Magdadaro, Carlo
Fernandez, Christopher G. Patalinghug, and Peter A. Chapman,
Editors.

Copyright 2013.  All rights reserved.  ISSN: 1520-9474.

This material is copyrighted and any commercial use, resale or
publication in any form (including e-mail forwarding, electronic
re-mailing and photocopying) is strictly prohibited without prior
written permission of the publishers.  Information contained
herein is obtained from sources believed to be reliable, but is
not guaranteed.

The TCR subscription rate is $975 for 6 months delivered via
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firm for the term of the initial subscription or balance thereof
are $25 each.  For subscription information, contact Peter A.
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                  *** End of Transmission ***